11 unchanged sentences
Based on its assessment, Management has concluded that as of December 31, 2024, the Company’s internal control over financial reporting is effective based on those criteria.
+Added: Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excluded the I.K.V.
+Added: Tribologie IKVT and its subsidiaries, which was acquired by the Company in February 2024, and the Sutai Group, which was acquired by the Company in July 2024.
+Added: Companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting in the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission staff.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in “Item 8.
1 unchanged sentence
Changes in Internal Control Over Financial Reporting
−Removed: 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, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: 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, 2023.
+Added: 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 quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: 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 quarter ended December 31, 2024.
Other Information.
6 unchanged sentences
Executive Compensation.
−Removed: Incorporated by reference is (i) the information in the 2024 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.”
+Added: Incorporated by reference is (i) the information in the 2025 Proxy Statement beginning with and including the caption “Compensation Committee Interlocks and Insider Participation” to, but not including, the caption “Pay versus Performance Disclosure” as well as including the disclosure under the captions (ii) “Director Compensation” and (iii) “Compensation Policies and Practices – Risk Assessment.”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
26 unchanged sentences
Incorporated by reference is (i) the information in the 2025 Proxy Statement beginning with and including the caption “Certain Relationships and Related Party Transactions” to, but not including, the caption “Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm,” (ii) the information in the 2025 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 2025 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.”
+Added: Incorporated by reference is the information in the 2025 Proxy Statement required by Item 408(b) of Regulation S-K beginning with and including the sub-caption “Insider Trading Policy” to, but not including the sub-caption “Compensation Recoupment Policy.”
Principal Accountant Fees and Services.
6 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Inc ome (Loss)
+Added: Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
46 unchanged sentences
10.14 — Memorandum of Employment by and between the Registrant and Jeffrey Kutz dated November 30, 2023 and effective January 2, 2024.
+Added: Incorporated by reference to Exhibit 10.
+Added: 14 as filed by the Registrant with Form 10-K for the year ended 20 23 .
10.15 — Employment Agreement by and between the Registrant and Anna Ransley dated July 31, 2023, effective July 31,2023.
6 unchanged sentences
Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2023.†
+Added: 10.19 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Shane Hostetter, dated June 28, 2024.
+Added: 10.20 — Employment Agreement by and between the Registrant and Thomas Coler dated May 6, 2024, effective June 10, 2024.
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024.
+Added: 10.21 — Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Thomas Coler).
+Added: Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024.
+Added: 10.22 — Employment Agreement by and between Quaker Chemical Corporation and Joseph A.
+Added: Berquist, dated November 18, 2024.
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant w ithin its current report on Form 8-K on November 20, 2024.
+Added: 10.23 — Change in Control Agreement by and between Quaker Chemical Corporation and Joseph A.
+Added: Berquist, dated November 18, 2024.
+Added: Incorporated by reference to Exhibit 10.
+Added: 2 as filed by the Registrant with in its current report on Form 8-K on November 20, 2024.
+Added: 10.24 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Andrew E.
+Added: Tometich, dated December 5, 2024.
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on December 11, 2024.
+Added: 10.25 — Separation Agreement and General Release by and between Quaker Chemical Corporation and Melissa Leneis, dated January 6 , 2025.
+Added: 10.26 — Employment Agreement by and between Quaker Chemical Corporation and Kristin Rokosky, dated January 22, 2025.
+Added: 10.27 — Change in Control Agreement by and between Quaker Chemical Corporation and Kristin Rokosky, dated January 22, 2025.
10.28 — Supplemental Retirement Income Program (as amended and restated effective January 1, 2008), approved November 19, 2008.
Incorporated by reference to Exhibit 10.58 as filed by the Registrant with Form 10-K for the year ended 2008.†
−Removed: 10.20 — 2013 Director Stock Ownership Plan as approved May 8, 2013.
−Removed: Incorporated by reference to Appendix B to the Registrant’s definitive proxy statement filed on March 28, 2013.
10.29 — Quaker Chemical Corporation 2023 Director Stock Ownership Plan.
1 unchanged sentence
10.30 — Retirement Savings Plan, as amended and restated effective January 22, 2021, approved November 1, 2021.†
−Removed: 10.23 — Quaker Houghton Annual Incentive Plan (as amended and restated effective November 17, 2021).
+Added: 10.31 — Quaker Houghton Annual Incentive Plan (as amended and restated effective May 8, 2024 ).
10.32 — 2016 Long-Term Performance Incentive Plan.
22 unchanged sentences
Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2023.†
+Added: 10.44 — Quaker Chemical Corporation 2024 Long-Term Incentive Plan.
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on May 9, 2024 .
+Added: 10.45 — Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan.
+Added: Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024.
+Added: 10.46 — Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan.
+Added: Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024.
+Added: 10.47 — Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2024 Long-Term Performance Incentive Plan.
+Added: Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024.
+Added: 10.48 — Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan.
+Added: Incorporated by reference to Exhibit 10.7 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2024.
+Added: 10.49 — Form of Restricted Stock Unit Award Agreement for certain executive officers under Registrant’s 2024 Long-Term Performance Incentive Plan .
+Added: Incorporated by reference to Exhibit 10.1 as filed by the Registrant within its current report on Form 8-K on December 1 7 , 2024.
10.50 — Financing Agreement by and among Butler County Port Authority and Registrant and Brown Brothers Harriman & Co.
28 unchanged sentences
Incorporated by reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.†
+Added: 19.0 — Insider Trading Policy.
21.0 — Subsidiaries and Affiliates of the Registrant.*
2 unchanged sentences
31.2 — Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
−Removed: 32.1 — Certification of Andrew E.
−Removed: Tometich pursuant to 18 U.S.C.
+Added: 32.1 — Certification of Josep h A.
+Added: Berquist pursuant to 18 U.S.C.
Section 1350.**
−Removed: 32.2 — Certification of Shane W.
−Removed: Hostetter pursuant to 18 U.S.C.
+Added: 32.2 — Certification of T homas Coler pursuant to 18 U.S.C.
Section 1350.**
15 unchanged sentences
QUAKER CHEMICAL CORPORATION
−Removed: /s/ ANDREW E.
+Added: /s/ JOSEPH A.
Director, Chief Executive Officer and President
2 unchanged sentences
Signatures Capacity Date
−Removed: /s/ ANDREW E.
−Removed: TOMETICH Chief Executive Officer and President February 29, 2024
−Removed: Tometich Principal Executive Officer and Director
−Removed: HOSTETTER Executive Vice President, Chief Financial Officer February 29, 2024
−Removed: Hostetter Principal Financial Officer
+Added: /s/ JOSEPH A.
+Added: BERQUIST Chief Executive Officer and President February 24, 2025
+Added: Berquist Principal Executive Officer and Director
+Added: /s/ THOMAS COLER Executive Vice President, Chief Financial Officer February 24, 2025
+Added: Thomas Coler Principal Financial Officer
/s/ JEFFREY J.
17 unchanged sentences
Ramaswami Seshasayee
−Removed: /s/ MICHAEL SHANNON Director February 29, 2024
−Removed: Michael Shannon
+Added: /s/ NANDITA BAKHSHI Director February 24, 2025
+Added: Nandita Bakhshi
+Added: /s/ LUCRÈCE FOUFOPOULOS-DE RIDDER Director February 24, 2025
+Added: Lucrèce Foufopoulos-De Ridder
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.