8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 18, 2020

Westlake Chemical Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-32260	76-0346924
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2801 Post Oak Boulevard, Suite 600 Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 960-9111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	WLK	The New York Stock Exchange
1.625% Senior Notes due 2029	WLK 29	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2020, Westlake Chemical Corporation (the “Company”) announced that the Company’s Board of Directors has appointed Roger L. Kearns, age 57, as Executive Vice President and Chief Operating Officer of the Company, effective January 1, 2021. Since joining the Company in April 2018, Mr. Kearns has served as Executive Vice President, Vinyls Chemicals. Mr. Kearns joined the Company from Solvay SA, where he served as a member of the Executive Committee, with responsibility for Solvay’s advanced materials business cluster, as well as its corporate research organization and North America region. He began his career with Solvay in 1986 as a polyethylene process engineer in Deer Park, Texas and then held a series of manufacturing, technical, marketing and business management positions in the United States, Europe and Asia. In 2004, he was appointed President of Solvay Advanced Polymers. From 2008 to 2012, he was responsible for Solvay’s Asia-Pacific businesses, including its vinyls operations in the region. Mr. Kearns holds a Bachelor of Science degree in chemical engineering from the Georgia Institute of Technology and a Master of Business Administration from Stanford University.

In connection with his new position, Mr. Kearns will have a base pay of $680,000 for 2021 with a 2021 target bonus of 80% under the Company’s Annual Incentive Plan and a long-term incentive target bonus of 230% (each as a percentage of base pay).

There are no family relationships between Mr. Kearns and any director or executive officer of the Company. Mr. Kearns does not have any interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Kearns and any other person pursuant to which he was appointed as an officer of the Company.

A copy of the press release announcing the appointment of Mr. Kearns as Executive Vice President and Chief Operating Officer of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

The following exhibit is furnished herewith:

99.1	Press release issued November 18, 2020
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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 hereunto duly authorized.

	WESTLAKE CHEMICAL CORPORATION
Date: November 18, 2020	By:	/s/ Albert Chao
		Albert Chao President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Westlake Appoints Roger Kearns as Chief Operating Officer

HOUSTON—Nov. 18, 2020 – Westlake Chemical Corporation (NYSE: WLK) announced today that Mr. Roger Kearns has been appointed by the Board of Directors as Executive Vice President and Chief Operating Officer, effective January 1, 2021. In this new role, he will continue to report to Mr. Albert Chao, Westlake’s President and CEO. Mr. Kearns will be responsible for all of the company’s chemical businesses and manufacturing operations in North America, Europe and Asia.

Mr. Chao stated, “Since joining the Westlake executive management team, Roger has provided great insight and leadership based on his years of experience as an international chemical industry executive. By asking Roger to oversee our global chemical businesses and operations, we are confident he will continue to make important contributions to the ongoing growth and development of Westlake.”

Mr. Kearns joined Westlake in 2018 from Solvay SA, where he served as a member of the Executive Committee, with responsibility for Solvay’s advanced materials business cluster, as well as the company’s corporate research organization and its North America region. He began his career with Solvay in 1986 as a polyethylene process engineer in Deer Park, Texas and then held a series of manufacturing, technical, marketing and business management positions in the United States, Europe and Asia. In 2004, he was appointed President of Solvay Advanced Polymers. From 2008 to 2012, he was responsible for Solvay’s Asia-Pacific businesses, including its vinyls operations in the region.

Mr. Kearns holds a bachelor’s degree in chemical engineering from the Georgia Institute of Technology and an MBA from Stanford University.

About Westlake

Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, we provide the building blocks for vital solutions — from packaging and healthcare products to automotive and consumer goods, to building and construction products. For more information, visit the company’s web site at www.westlake.com.

Contacts:

Investors: Steve Bender, 713-960-9111

Media: L. Benjamin Ederington, 713-960-9111

XML

Document and Entity Information	Nov. 18, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	WESTLAKE CHEMICAL CORP
Amendment Flag	false
Entity Central Index Key	0001262823
Document Type	8-K
Document Period End Date	Nov. 18, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-32260
Entity Tax Identification Number	76-0346924
Entity Address, Address Line One	2801 Post Oak Boulevard
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	(713)
Local Phone Number	960-9111
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock
Trading Symbol	WLK
Security Exchange Name	NYSE
Go Zone Six And One Half Percent Senior Notes Due Twenty Twenty Nine [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.625% Senior Notes due 2029
Trading Symbol	WLK 29
Security Exchange Name	NYSE