Item 5. Other Information
Item 5. Other Information.
Insider Trading Arrangements and Policies
No director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the period covered by this Report except as follows.
On May 31, 2024 , Shane Hostetter , former Executive Vice President, Chief Financial Officer , entered into a Rule 10b5-1 written trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Mr. Hostetter’s trading arrangement covers the sale of up to 1,697 shares of Company common stock from August 29, 2024 until September 28, 2024.
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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 T homas Coler dated May 6 , 2024, effective June 10 , 2024.*†
10.2 – Form of Change of Control Agreement by and between the Registrant and certain executive officers (including T h om as Coler).*†
10.3 – Quaker Chemical Corporation 2024 Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on May 9, 2024 . †
10.4 – Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan.*†
10.5 – Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan.*†
10.6 – Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan.*† ^
10.7 – 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.
^ Certain portions of the exhibits that are not material and are of the type Quaker Houghton treats as confidential have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits will be furnished to the SEC upon request
*********
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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/ Thomas Coler
Date: August 5, 2024
Thomas Coler, Executive Vice President, Chief Financial Officer (officer duly authorized on behalf of, and principal financial officer of, the Registrant)
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