Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth information concerning shares of the Company’s common stock acquired by the Company during the period covered by this Report:
Period (a)
Total Number
of Shares
Purchased (1) (b)
Average
Price Paid
Per Share (2) (c)
Total Number of
Shares Purchased as part of Publicly Announced Plans or Programs (d)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
January 1 - January 31 103 $ 196.87 — $ 86,865,026
February 1 - February 28 30,521 $ 215.44 — $ 86,865,026
March 1 - March 31 5,033 $ 193.28 — $ 86,865,026
Total 35,657 $ 201.86 — $ 86,865,026
(1) All of these shares were acquired from employees related to the surrender of Quaker Chemical Corporation shares in payment of the exercise price of employee stock options exercised or for the payment of taxes upon exercise of employee stock options or the vesting of restricted stock awards or units.
(2) The price paid for shares acquired from employees pursuant to employee benefit and share-based compensation plans is based on the closing price of the Company’s common stock on the date of exercise or vesting as specified by the plan pursuant to which the applicable option, restricted stock award, or restricted stock unit was granted.
(3) On May 6, 2015, the Board of Directors of the Company approved, and the Company announced, a share repurchase program, pursuant to which the Company is authorized to repurchase up to $100,000,000 of Quaker Chemical Corporation common stock (the “2015 Share Repurchase Program”), and it has no expiration date. There were no shares acquired by the Company pursuant to the 2015 Share Repurchase Program during the quarter ended March 31, 2023.
Limitation on the Payment of Dividends
The Credit Facility has certain limitations on the payment of dividends and other so-called restricted payment covenants. See Note 14 of Notes to Condensed Consolidated Financial Statements, in Part I, Item 1, of this Report.
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Item 6. Exhibits.
(a) Exhibits
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 filed 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 the Registrant within its current report on Form 8-K on December 20, 2022 .
10.1 – Employment Agreement by and between the Registrant and Jeffrey Fleck dated January 23, 2023, effective February 27, 2023.*†
10.2 – Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Jeffrey Fleck). * †
10.3 – Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.*†
31.1
– Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
31.2
– Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
32.1
– Certification of Chief Executive Officer of the Company Pursuant to 18 U.S. C. Section 1350.**
32.2
– Certification of Chief Financial Officer of the Company Pursuant to 18 U.S. C. Section 1350.**
101.INS
– Inline XBRL Instance Document*
101.SCH
– Inline XBRL Taxonomy 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.
† Management contract or compensatory plan.
*********
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Pursuant to the requirements 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
(Registrant)
/s/ Shane W. Hostetter
Date: May 4, 2023
Shane W. Hostetter, Senior Vice President, Chief Financial Officer (officer duly authorized on behalf of, and principal financial officer of, the Registrant)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.