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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-03-01 · 168 added, 457 removed, 89 unchanged (88% of the section changed)

Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls

and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), our management,

including our principal executive officer and principal

financial officer, has evaluated the effectiveness

of our disclosure controls and

procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period

covered by this report.

Based on that

evaluation, our principal executive officer and our principal

financial officer have concluded that, as of December

31, 2021, the end of

the period covered by this Report, our disclosure controls and procedures

(as defined in Rule 13a-15(e) under the Exchange Act) were

Management’s Report on Internal Control

over Financial Reporting

Management is responsible for establishing and maintaining adequate

internal control over financial reporting as such term is

defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting

may not prevent or detect misstatements.

projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because

changes in conditions or that the degree of compliance with the policies or

procedures may deteriorate.

Our management, with the participation of our principal executive officer

and principal financial officer,

effectiveness of the Company’s

internal control over financial reporting as of December 31, 2021.

In making this assessment, our

management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission in

Control—Integrated Framework

(2013) (the “COSO framework”).

Based on its assessment, management has concluded that as of

December 31, 2021, the Company’s

internal control over financial reporting is effective based on those

Management has excluded the internal controls of Grindaix GmbH and

Baron Industries from our assessment of internal control

over financial reporting as of December 31, 2021, because these entities were acquired

by the Company in purchase business

combinations in September and November 2021, respectively.

Grindaix GmbH and Baron Industries are wholly owned subsidiaries

whose total assets and total revenues excluded from our assessment of internal

control over financial reporting each represent less than

1% of the related consolidated financial statement amounts as of and for

the year ended December 31, 2021.

The effectiveness of the Company’s

internal control over financial reporting as of December 31, 2021 has been

PricewaterhouseCoopers LLP,

an independent registered public accounting firm, as stated in its report which is included

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on that evaluation, our principal executive officer and our principal financial officer have concluded that, as of December 31, 2022, the end of the period covered by this Report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) (the “COSO framework”).

Based on its assessment, management has concluded that as of December 31, 2022, the Company’s internal control over financial reporting is effective based on those criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in “Item 8.

Financial Statements and Supplementary Data.”

Remediation of the Previously Identified Material Weaknesses

As disclosed in “Item 9A.

Controls and Procedures.” in the Company’s

2020 Form 10-K, we previously identified certain

deficiencies in our application of the principles associated with the COSO framework

that management concluded constituted material

design and maintain effective controls in response to the risks of material

misstatement.

Specifically,

changes to existing controls or the implementation of new controls were not

sufficient to respond to changes to the risks of material

misstatement in financial reporting as a result of becoming a larger,

more complex global organization due to the Combination.

material weakness also contributed to an additional material weakness as we did

not design and maintain effective controls over

review of pricing, quantity and customer data to verify that revenue

recognized was complete and accurate.

The Company and its Board of Directors are committed to maintaining a strong

internal control environment.

Since identifying

the material weaknesses, the Company has dedicated a significant amount

of time and resources to remediate all of the previously

identified material weaknesses as quickly and effectively

During 2020 and 2021, the Company dedicated multiple

internal resources and supplemented those internal resources with various

third-party specialists to assist with the formalization of a

robust and detailed remediation plan.

In undertaking remediation activities, the Company has hired

additional personnel dedicated to

financial and information technology compliance to further supplement

its internal resources.

In addition, the Company has

established a global network of personnel to assist local management

in understanding control performance and documentation

requirements.

In order to sustain this network, the Company conducts periodic trainings

and hosts discussions to address questions on

a current basis.

Risk Assessment –

Specific to the material weakness in our risk assessment process that was previously

Controls and Procedures.”

in the Company’s 2020 Form

10-K, we previously determined that our risk assessment process was not

designed adequately to respond to changes to the risks of material misstatement to

financial reporting.

In order to remediate this

material weakness, we have designed and implemented an improved

risk assessment process, including identifying and assessing

those risks attendant to the significant changes within the Company as a result of

becoming a larger, more

complex global

organization due to the Combination.

During 2020 and in 2021, a full review was performed of our processes and

controls across

significant and other locations in order to identify and address potential design

In addition to individual transactional-level

control enhancements, this review resulted in (i) an enhanced financial statement

risk assessment, (ii) the standardization of existing

legal entity and newly implemented segment quarterly analytics and quarterly

closing packages completed by key financial reporting

personnel, (iii) a global account reconciliation review program and

(iv) enhancements to our quarterly identification and reassessment

of new and existing business and information technology risks that could

affect our financial reporting.

Monitoring is also performed

through our enhanced quarterly controls certification process, whereby

changes in business or information technology processes

control owners are identified and addressed timely.

As previously disclosed in the 2020 Form 10-K, this material weakness

remediation was also dependent on the remediation of the Revenue –

Price and Quantity material weakness.

During the fourth quarter

of 2021, we completed testing of the operating effectiveness of

the controls (including Revenue-

Price and Quantity) and have

concluded that the material weakness has been remediated as of

December 31, 2021.

Revenue – Price and Quantity –

Specific to the material weakness in our revenue process that was previously

Controls and Procedures.”

in the Company’s 2020 Form 10-K,

we did not design and maintain effective controls over the review of

pricing, quantity and customer data to verify that revenue recognized was complete

and accurate.

In order to remediate this material

weakness, the Company redesigned certain aspects of its revenue process and

related controls.

The design included enhancements to

entity-level and transactional-level manual controls as well as IT general

and application controls, which were substantially

implemented during the third quarter of 2021.

During the fourth quarter of 2021, we completed testing of the operating effectiveness

of the controls and have concluded that the material weakness has been remediated

as of December 31, 2021.

Changes in Internal Control Over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management,

including our principal executive officer and principal

financial officer, has evaluated

our internal control over financial reporting to determine whether

any changes to our internal control

over financial reporting occurred during the fourth quarter of the year ended

December 31, 2021, that have materially affected, or are

reasonably likely to materially affect, our internal control over

financial reporting.

Based on that evaluation, there were no changes

that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting

fourth quarter of the year ended December 31, 2021.

As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over financial reporting occurred during the fourth quarter of the year ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, there were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the fourth quarter of the year ended December 31, 2022.

Other Information.

3 unchanged sentences

Directors, Executive Officers and Corporate Governance.

Incorporated by reference is (i) the information beginning

with and including the caption “Proposal 1—Election of Directors and

Nominee Biographies” in Quaker Houghton’s

definitive Proxy Statement relating to the 2022 Annual Meeting of

Shareholders, to be

filed with the Securities and Exchange Commission no later than

120 days after the close of its fiscal year ended December 31, 2021

(the “2022 Proxy Statement”) to, but not including, the sub-caption

“Governance Committee Procedures for Selecting Director

Nominees,” (ii) the information appearing in Item 4(a) of this Report, (iii)

the information in the 2022 Proxy Statement beginning with

and including the sub-caption “Code of Conduct” to, but not including,

the caption “Compensation Committee Interlocks and Insider

Participation,” and (iv) the information in the 2022 Proxy Statement beginning

with and including the sub-caption “Shareholder

Nominations and Recommendations” to, but not including,

the sub-caption “Board Oversight of Risk.”

Information about our

Executive Officers is included in Item 4(a) of this Report.

Incorporated by reference is (i) the information beginning with and including the caption “Proposal 1—Election of Directors and Nominee Biographies” in Quaker Houghton’s definitive Proxy Statement relating to the 2023 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission no later than 120 days after the close of its fiscal year ended December 31, 2022 (the “2023 Proxy Statement”) to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director Nominees,” (ii) the information appearing in Item 4(a) of this Report, (iii) the information in the 2023 Proxy Statement beginning with and including the sub-caption “Code of Conduct” to, but not including, the caption “Compensation Committee Interlocks and Insider Participation,” and (iv) the information in the 2023 Proxy Statement beginning with and including the sub-caption “Shareholder Nominations and Recommendations” to, but not including, the sub-caption “Board Oversight of Risk.” Information about our Executive Officers is included in Item 4(a) of this Report.

Executive Compensation.

Incorporated by reference is (i) the information in the 2022 Proxy

Statement beginning with and including the caption

“Compensation Committee Interlocks and Insider Participation” to, but

not including the caption “Stock Ownership of Certain

Beneficial Owners and Management.”

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters.

Incorporated by reference is the information in the 2022 Proxy Statement

beginning with and including the caption “Stock

Ownership of Certain Beneficial Owners and Management” to, but not including,

the caption “Certain Relationships and Related

Transactions.”

Incorporated by reference is (i) the information in the 2023 Proxy Statement beginning with and including the caption “Compensation Committee Interlocks and Insider Participation” to, but not including the caption “Stock Ownership of Certain Beneficial Owners and Management.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Incorporated by reference is the information in the 2023 Proxy Statement beginning with and including the caption “Stock Ownership of Certain Beneficial Owners and Management” to, but not including, the caption “Certain Relationships and Related Party Transactions.”

Equity Compensation Plans

The following table sets forth certain information relating to the Company’s

equity compensation plans as of December 31, 2021.

Each number of securities reflected in the table is a reference to shares of Quaker

common stock.

The following table sets forth certain information relating to the Company’s equity compensation plans as of December 31, 2022.

Each number of securities reflected in the table is a reference to shares of Quaker common stock.

Equity Compensation Plan Information

Number of securities

Plan Category

Number of securities

remaining available for

to be issued upon

outstanding options,

warrants and rights

Weighted-average

future issuance under

exercise price of

equity compensation plans

outstanding options,

(excluding securities

Plan Category

warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation plans

(excluding securities

reflected in column (a))

Equity compensation plans approved

by security holders

Equity compensation plans not approved

by security holders

As of December 31, 2021, 304,900 of these shares were available for issuance

as restricted stock awards under the Company’s

2001 Global Annual Incentive Plan, 240,004 shares were available for

issuance upon the exercise of stock options and/or as

restricted stock awards and/or restricted stock unit awards under the Company’s

2016 Long-Term Performance

Incentive Plan, and

61,251 shares were available for issuance under the 2013 Director Stock

Ownership Plan.

Certain Relationships and Related Transactions, and

Director Independence.

Incorporated by reference is (i) the information in the 2022 Proxy

Statement beginning with and including the caption “Certain

Relationships and Related Party Transactions”

to, but not including, the caption “Proposal 2 — Ratification of Appointment of

Independent Registered Public Accounting Firm,” (ii) the

information in the 2022 Proxy Statement beginning with and including the

sub-caption “Director Independence” to, but not including, the

sub-caption “Governance Committee Procedures for Selecting Director

Nominees,” and (iii) the information in the 2022 Proxy Statement beginning

with and including the caption “Meetings and

Committees of the Board” to, but not including, the caption “Compensation

Committee Interlocks and Insider Participation.”

Equity compensation plans approved by security holders

119,482 $ 183.39 514,070 (1)

Equity compensation plans not approved by security holders

119,482 $ 183.39 514,070 (1)

(1) As of December 31, 2022, 304,900 of these shares were available for issuance as restricted stock awards under the Company’s 2001 Global Annual Incentive Plan, 148,169 shares were available for issuance upon the exercise of stock options and/or as restricted stock awards and/or restricted stock unit awards under the Company’s 2016 Long-Term Performance Incentive Plan, and 61,001 shares were available for issuance under the 2013 Director Stock Ownership Plan.

Certain Relationships and Related Transactions, and Director Independence.

Incorporated by reference is (i) the information in the 2023 Proxy Statement beginning with and including the caption “Certain Relationships and Related Party Transactions” to, but not including, the caption “Proposal 5 — Ratification of Appointment of Independent Registered Public Accounting Firm,” (ii) the information in the 2023 Proxy Statement beginning with and including the sub-caption “Director Independence” to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director Nominees,” and (iii) the information in the 2023 Proxy Statement beginning with and including the caption “Meetings and Committees of the Board” to, but not including, the caption “Compensation Committee Interlocks and Insider Participation.”

Principal Accountant Fees and Services.

Incorporated by reference is the information in the 2022 Proxy Statement

beginning with and including the sub-caption “Audit

Fees” to, but not including, the statement recommending a vote for ratification

of the appointment of PricewaterhouseCoopers LLP as

the Company’s independent

registered public accounting firm for the year ending December 31, 2022.

Exhibits and Financial Statement Schedules.

Incorporated by reference is the information in the 2023 Proxy Statement beginning with and including the sub-caption “Audit Fees” to, but not including, the statement recommending a vote for ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Exhibits and Financial Statement Schedules.

(a) Exhibits and Financial Statement Schedules

Financial Statements and Supplementary Data

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Operations

Consolidated Statements of Comprehensive ( Loss) Income

Consolidated Balance Sheets

3 unchanged sentences

Financial Statement Schedules

All schedules are omitted because they are not applicable or the required

information is shown in the financial statements or notes

Financial statements of 50% or less owned companies have been omitted because none

of the companies meets the criteria

requiring inclusion of such statements.

Exhibits - filed pursuant to, and numbered in accordance

with Item 601 of Regulation S-K (all of which are under

Commission File number 001-12019, except as otherwise noted):

Share Purchase Agreement, dated April 4, 2017, by and among Quaker Chemical Corporation, a Pennsylvania

corporation, Gulf Houghton Lubricants, Ltd., an exempted company incorporated under the laws of the Cayman Islands,

Global Houghton Ltd., an exempted company incorporated under the laws of the Cayman Islands, and certain members

of the management of Global Houghton Ltd.

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

Financial statements of 50% or less owned companies have been omitted because none of the companies meets the criteria requiring inclusion of such statements.

Exhibits - filed pursuant to, and numbered in accordance with Item 601 of Regulation S-K (all of which are under Commission File number 001-12019, except as otherwise noted):

2.1 — Share Purchase Agreement, dated April 4, 2017, by and among Quaker Chemical Corporation, a Pennsylvania corporation, Gulf Houghton Lubricants, Ltd., an exempted company incorporated under the laws of the Cayman Islands, Global Houghton Ltd., an exempted company incorporated under the laws of the Cayman Islands, and certain members of the management of Global Houghton Ltd.

and Gulf Houghton Lubricants, Ltd., as agent for the Sellers.

by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 5, 2017.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 5, 2017.

3.1 — Amended and Restated Articles of Incorporation (as amended through July 24, 2019).

Incorporated by reference to

Exhibit 3.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 1, 2019.

Restated By-laws (effective May 6, 2015, as amended through March 27, 2020).

Incorporated by reference to Exhibit

3.2 as filed by Registrant within its quarterly report on Form 10-Q on May 11, 2020.

Incorporated by reference to Exhibit 3.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 1, 2019.

3.2 — Amended and Restated By-laws (effective December 19, 2022).

Incorporated by reference to Exhibit 3.1 as filed by Registrant within its current report on Form 8-K on December 20 , 2022.

4.1 — Registration Rights, dated August 1, 2019, issued to certain members of the management of Global Houghton Ltd.

Gulf Houghton Lubricants, Ltd.

and Gulf Houghton Lubricants, Ltd.

by Quaker Chemical Corporation.

Incorporated by reference to Exhibit 4.5 as filed by

Registrant on Form S-3 on August 29, 2019

Incorporated by reference to Exhibit 4.5 as filed by Registrant on Form S-3 on August 29, 2019 .

4.2 — Description of Quaker Houghton common stock.

Incorporated by reference to Exhibit 4.2 as filed by the Registrant with

Form 10-K for the year ended 2019.

Claim Handling and Funding Agreement between SB Decking, Inc., an inactive subsidiary of Registrant, and

Employers Insurance Company of Wausau dated September 25, 2007.

Incorporated by reference to Exhibit 10(ffff) as

filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.

Settlement Agreement and Mutual Release entered into between AC Products, Inc., wholly owned subsidiary of

Registrant, and Orange County Water District, effective November 8, 2007.

Incorporated by reference to Exhibit

10.47 as filed by the Registrant with Form 10-K for the year ended 2007.

Incorporated by reference to Exhibit 4.2 as filed by the Registrant with Form 10-K for the year ended 2019.

10.1 — Claim Handling and Funding Agreement between SB Decking, Inc., an inactive subsidiary of Registrant, and Employers Insurance Company of Wausau dated September 25, 2007.

Incorporated by reference to Exhibit 10(ffff) as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.

10.2 — Settlement Agreement and Mutual Release entered into between AC Products, Inc., wholly owned subsidiary of Registrant, and Orange County Water District, effective November 8, 2007.

Incorporated by reference to Exhibit 10.47 as filed by the Registrant with Form 10-K for the year ended 2007.

10.3 — Employment Agreement by and between Registrant and Michael F.

Barry dated July 1, 2008.

Incorporated by

reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.

Change in Control Agreement by and between Registrant and Michael F.

Barry dated July 1, 2008.

Incorporated by

reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.

Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.

10.4 — Employment Agreement by and between L.

Willem Platzer and Quaker Chemical B.V., a Netherlands corporation

and a subsidiary of Registrant, dated August 21, 2006.

Incorporated by reference to Exhibit 10 as filed by the

Registrant with Form 8-K filed on August 22, 2006.

Willem Platzer and Quaker Chemical B.V., a Netherlands corporation and a subsidiary of Registrant, dated August 21, 2006.

Incorporated by reference to Exhibit 10 as filed by the Registrant with Form 8-K filed on August 22, 2006.

10.5 — Change in Control Agreement by and between Registrant and L.

Willem Platzer dated April 2, 2007, effective

January 1, 2007.

Incorporated by reference to Exhibit 10(aaaa) as filed by the Registrant with Form 10-Q for the

quarter ended March 31, 2007.

Willem Platzer dated April 2, 2007, effective January 1, 2007.

Incorporated by reference to Exhibit 10(aaaa) as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2007.

10.6 — Memorandum of Employment by and between Registrant and Joseph Berquist dated April 1, 2010.

Incorporated by

reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010.

10.7 — Change in Control Agreement by and between Registrant and Joseph Berquist dated April 1, 2010.

Incorporated by

reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010.

Employment Agreement by and between Registrant and Joseph Berquist dated August 18 2021, effective on

September 9, 2021.

Incorporated by reference to Exhibit 10.3 as filed by the registrant with Form 10-Q for the quarter

ended September 30, 2021.

Employment Agreement by and between Dieter Laininger and Quaker Chemical B.V., a subsidiary of the registrant,

dated June 1, 2011, effective June 15, 2011.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with

Form 10-Q for the quarter ended June 30, 2011

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010.

10.8 — Employment Agreement by and between Registrant and Joseph Berquist dated August 18 2021, effective on September 9, 2021.

Incorporated by reference to Exhibit 10.3 as filed by the registrant with Form 10-Q for the quarter ended September 30, 2021.

10.9 — Employment Agreement by and between Dieter Laininger and Quaker Chemical B.V., a subsidiary of the registrant, dated June 1, 2011, effective June 15, 2011.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2011.

10.10 — Change in Control Agreement by and between Registrant and Dieter Laininger dated May 31, 2011, effective June 15, 2011.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2011.

Employment Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on

October 11, 2021.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter

ended September 30, 2021.

hange in Control Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on

October 11, 2021.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter

ended on September 30, 2021

Expatriate Agreement by and between the Registrant and Dieter Laininger, dated September 27, 2017, effective

August 1, 2019.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q, filed on

November 12, 2019.†

10.11 — Employment Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on October 11, 2021.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2021.

10.12 — Change in Control Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on October 11, 2021.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended on September 30, 2021.

10.13 — Expatriate Agreement by and between the Registrant and Dieter Laininger, dated September 27, 2017, effective August 1, 2019.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q, filed on November 12, 2019.†

10.14 — Expatriate Agreement by and between the Registrant and Adrian Steeples, dated October 12, 2017, effective August 1, 2019.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q, filed on November 12, 2019.†

Form of Memorandum of Employment by and between the Registrant and certain executive officers (including Robert

Traub, Jeewat Bijlani, Kym Johnson and David Slinkman).

Incorporated by reference to Exhibit 10.3 as filed by the

Registrant with Form 10-Q, filed on November 12, 2019

Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Robert

Traub, Jeewat Bijlani, Kym Johnson and David Slinkman).

Incorporated by reference to Exhibit 10.4 as filed by the

Registrant with Form 10-Q, filed on November 12, 2019

Memorandum of Employment by and between Registrant and Mary Dean Hall, dated and effective November 30,

Incorporated by reference to Exhibit 10.60 as filed by the Registrant with Form 10-K for the year ended 2015

10.15 — Form of Memorandum of Employment by and between the Registrant and certain executive officers (including Robert Traub, Jeewat Bijlani, and David Slinkman).

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q, filed on November 12, 2019 .†

10.16 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Robert Traub, Jeewat Bijlani, and David Slinkman).

Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q, filed on November 12, 2019 .†

10.17 — Memorandum of Employment by and between the Registrant and Shane Hostetter dated and effective April 19, 2021.

1 unchanged sentence

10.18 — Form of Change of Control Agreement by and between the Registrant and Shane Hostetter dated and effective April 19, 2021.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter that

ended on March 31, 2021.

Memorandum of Employment by and between the Registrant and David Will dated March 22, 2021 and effective

April 19, 2021.

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter

ended on March 31, 2021.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter that ended on March 31, 2021.

10.19 — Memorandum of Employment by and between the Registrant and David Will dated March 22, 2021 and effective April 19, 2021.

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021.

10.20 — Terms and Conditions of Employment by and between Quaker Chemical Ltd and Adrian Steeples, dated December 7, 2010.

Incorporated by reference to Exhibit 10.19 as filed by the Registrant with Form 10-K for the year ended 2019.†

Amendment to Terms and Conditions of Employment by and between Quaker Chemical Ltd and Adrian Steeples,

dated June 15, 2011.

Incorporated by reference to Exhibit 10.20 as filed by the Registrant with Form 10-K for the year

10.21 — Memorandum of Employment by and between the Registrant and Melissa Leneis dated May 24, 2022 and effective July 5, 2022.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†

10.22 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Melissa Leneis).

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†

10.23 — Memorandum of Employment by and between the Registrant and Dhruwa Rai dated June 23, 2022 and effective July 6, 2022.

Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†

10.24 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Dhruwa Rai).

Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†

10.25 — Amendment to Terms and Conditions of Employment by and between Quaker Chemical Ltd and Adrian Steeples, dated June 15, 2011.

Incorporated by reference to Exhibit 10.20 as filed by the Registrant with Form 10-K for the year ended 2019.

10.26 — Supplemental Retirement Income Program (as amended and restated effective January 1, 2008), approved November 19, 2008.

1 unchanged sentence

10.27 — 2013 Director Stock Ownership Plan as approved May 8, 2013.

Incorporated by reference to Appendix B to the

Registrant’s definitive proxy statement filed on March 28, 2013.

Incorporated by reference to Appendix B to the Registrant’s definitive proxy statement filed on March 28, 2013.

10.28 — Retirement Savings Plan, as amended and restated effective January 22, 2021, approved November 1, 2021.

1 unchanged sentence

10.30 — 2011 Long-Term Performance Incentive Plan.

Incorporated by reference to Appendix C to the Registrant’s definitive

proxy statement filed on March 31, 2011

Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2011 Long-

Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-

Q for the quarter ended March 31, 2012

Incorporated by reference to Appendix C to the Registrant’s definitive proxy statement filed on March 31, 2011 .

10.31 — Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2011 Long- Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10- Q for the quarter ended March 31, 2012 .

10.32 — 2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Appendix C to the Registrant’s definitive

proxy statement filed on March 28, 2016.

Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long-

Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K

filed on May 6, 2016.

Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2016 Long-

Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.4 as filed by Registrant with Form 8-K

filed on May 6, 2016.

Form of Stock Option Agreement for executive officers and other employees under Registrant’s 2016 Long-Term

Performance Incentive Plan.

Incorporated by reference to Exhibit 10.30 as filed by the Registrant with Form 10-K for

the year ended 2019.

Incorporated by reference to Appendix C to the Registrant’s definitive proxy statement filed on March 28, 2016.

10.33 — Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K filed on May 6, 2016.

10.34 — Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.4 as filed by Registrant with Form 8-K filed on May 6, 2016.

10.35 — Form of Stock Option Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.30 as filed by the Registrant with Form 10-K for the year ended 2019.

10.36 — Chief Executive Officer Transition Agreement dated April 22, 2021, effective December 31, 2021.

Incorporated by

reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021

Form of Restricted Stock Award Agreement for non-employee directors under Registrant’s 2016 Long-Term

Performance Incentive Plan.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for

the quarter ended on June 30, 2021

Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long-

Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-

Q for the quarter ended on June 30, 2021.

Form of Incentive Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016

Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with

Form 10-Q for the quarter ended on June 30, 2021

Form of Non-Qualified Stock Option Award Agreement for executive officers and other employees under Registrant’s

2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.4 as filed by the Registrant

with Form 10-Q for the quarter ended on June 30, 2021.

Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016

Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.5 as filed by the Registrant with

Form 10-Q for the quarter ended on June 30, 2021.

Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s

2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.6 as filed by the Registrant

with Form 10-Q for the quarter ended on June 30, 2021.

Financing Agreement by and among Butler County Port Authority and Registrant and Brown Brothers Harriman &

Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021.

10.37 — Form of Restricted Stock Award Agreement for non-employee directors under Registrant’s 2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.

10.38 — Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10- Q for the quarter ended on June 30, 2021.

10.39 — Form of Incentive Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021 .

10.40 — Form of Non-Qualified Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.

10.41 — Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.

10.42 — Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.

10.43 — Financing Agreement by and among Butler County Port Authority and Registrant and Brown Brothers Harriman & Co.

dated May 15, 2008.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the

quarter ended June 30, 2008.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.

10.44 — Butler County Port Authority Industrial Development Revenue Bond dated May 15, 2008.

Incorporated by reference

to Exhibit 10.7 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.

Senior Secured Credit Facilities Commitment Letter, dated April 4, 2017, by and among Quaker Chemical

Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank AG New

Yor k Branch and Deutsche Bank Securities Inc.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant

with Form 8-K, filed on April 7, 2017.

Credit Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation and certain of its subsidiaries,

Banks of America, N.A.

Incorporated by reference to Exhibit 10.7 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.

10.45 — Senior Secured Credit Facilities Commitment Letter, dated April 4, 2017, by and among Quaker Chemical Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 7, 2017.

10.46 — Credit Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation and certain of its subsidiaries, Banks of America, N.A.

and each of the lenders from time to time party thereto.

Incorporated by reference to Exhibit

10.3 as filed by Registrant with Form 8-K filed on August 2, 2019.

Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K filed on August 2, 2019.

10.47 — Amendment No.

1, dated as of March 17, 2020, to the Credit Agreement, dated as of August 1, 2019.

Incorporated by

reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on March 17, 2020.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on March 17, 2020.

10.48 — Amendment No.

2, dated as of December 10, 2021, to the Credit Agreement, dated as of August 1, 2019.*

Shareholder Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Hungary Holding Korlátolt

Felelősségű Társaság, Gulf Oil International, Ltd.

10.49 — Amendment No.

3, dated as of June 17, 2022, to the Credit Agreement, dated as of August 1, 2019, as amended.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on June 21, 2022.

10.50 — Shareholder Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Hungary Holding Korlátolt Felelősségű Társaság, Gulf Oil International, Ltd.

and GOCL Corporation Limited.

Incorporated by reference to

Exhibit 10.1 as filed by Registrant with Form 8-K filed on August 2, 2019

Non-Competition and Non-Solicitation Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation,

Gulf Houghton Lubricants Ltd., Gulf Oil International, Ltd., GOCL Corporation Limited and Gulf Oil Lubricants

Incorporated by reference to Exhibit 10.1 as filed by Registrant with Form 8-K filed on August 2, 2019 .

10.51 — Non-Competition and Non-Solicitation Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation, Gulf Houghton Lubricants Ltd., Gulf Oil International, Ltd., GOCL Corporation Limited and Gulf Oil Lubricants India, Ltd.

Incorporated by reference to Exhibit 10.2 as filed by Registrant with Form 8-K filed on August 2, 2019.***

10.52 — Escrow Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Houghton Lubricants, Ltd.

Citibank N.A.

and Citibank N.A.

Incorporated by reference to Exhibit 4.4 as filed by Registrant on Form S-3 on August 29, 2019.***

10.53 — Amendment No 1, effective March 1, 2020, to the Quaker Houghton Retirement Savings Plan.

Incorporated by

reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on May 11, 2020.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on May 11, 2020.

10.54 — Amendment No 2, effective February 10, 2020, to the Quaker Houghton Retirement Savings Plan.

Incorporated by

reference to Exhibit 10.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.

10.55 — Amendment No 3, effective April 17, 2020, to the Quaker Houghton Retirement Savings Plan.

Incorporated by

reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.

21 — Subsidiaries and Affiliates of the Registrant.*

8 unchanged sentences

Section 1350.**

Inline XBRL Instance Document*

Inline XBRL Taxonomy

Extension Schema Document*

Inline XBRL Taxonomy

Calculation Linkbase

Inline XBRL Taxonomy

Definition Linkbase Document*

Inline XBRL Taxonomy

Label Linkbase Document*

Inline XBRL Taxonomy

Presentation Linkbase Document*

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101.INS) *

101.INS — Inline XBRL Instance Document*

101.SCH — Inline XBRL Taxonomy Extension Schema Document*

101.CAL — Inline XBRL Taxonomy Calculation Linkbase Document*

101.DEF — Inline XBRL Taxonomy Definition Linkbase Document*

101.LAB — Inline XBRL Taxonomy Label Linkbase Document*

101.PRE — Inline XBRL Taxonomy Presentation Linkbase Document*

104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) *

* Filed herewith.

** Furnished herewith.

*** Certain exhibits and schedules have been omitted, and the Company

agrees to furnish supplementally to the Securities and

Exchange commission a copy of any omitted exhibits and schedules upon

*** Certain exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the Securities and Exchange commission a copy of any omitted exhibits and schedules upon request.

† Management contract or compensatory plan

1 unchanged sentence

The Company has elected not to include a Form 10-K summary under this Item 16.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the Registrant has duly

caused this Report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

QUAKER CHEMICAL CORPORATION

Chief Executive Officer and President

March 1, 2022

Pursuant to the requirements of the Securities Exchange

Act of 1934, this Report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

Principal Executive Officer and

March 1, 2022

Chief Executive Officer and President

Principal Financial Officer

March 1, 2022

Senior Vice President, Chief Financial

Officer and Chief Accounting Officer

Principal Accounting Officer

March 1, 2022

Vice President, Global Controller

March 1, 2022

Chairman of the Board

March 1, 2022

SANJAY HINDUJA

March 1, 2022

/s/ ANDREW E.

Director, Chief Executive Officer and President

February 23, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures Capacity Date

/s/ ANDREW E.

TOMETICH Chief Executive Officer and President February 23, 2023

Tometich Principal Executive Officer and Director

HOSTETTER Senior Vice President, Chief Financial Officer February 23, 2023

Hostetter Principal Financial Officer

WILL Vice President, Chief Accounting Officer February 23, 2023

Will Principal Accounting Officer

/s/ MICHAEL F.

BARRY Director, Non-Executive Chair of the Board February 23, 2023

/s/ DONALD R.

CALDWELL Director February 23, 2023

/s/ CHARLOTTE C.

DECKER Director February 23, 2023

DOUGLAS Director February 23, 2023

/s/ JEFFRY D.

FRISBY Director February 23, 2023

/s/ WILLIAM H.

OSBORNE Director February 23, 2023

/s/ ROBERT H.

ROCK Director February 23, 2023

/s/ FAY WEST Director February 23, 2023

/s/ SANJAY HINDUJA Director February 23, 2023

Sanjay Hinduja

RAMASWAMI SESHASAYEE

March 1, 2022

/s/ RAMASWAMI SESHASAYEE Director February 23, 2023

Ramaswami Seshasayee

MICHAEL SHANNON

March 1, 2022

/s/ MICHAEL SHANNON Director February 23, 2023

Michael Shannon

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures