scl-8k_20220426.htm

STEPAN COMPANY

Date: May 2, 2022

/s/ David G. Kabbes

David G. Kabbes

Vice President, General Counsel and Secretary

Delaware		36-1823834
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

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 (see General Instructions A.2. below):

☐	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))

Title of each class	Trading Symbol(s)	Name of Each exchange on which registered
Common Stock, $1 par value	SCL	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).

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

(e)Stepan Company (“Stepan”) held its Annual Meeting of Stockholders on April 26, 2022 (the “Annual Meeting”). At the Annual Meeting, Stepan’s stockholders approved the Stepan Company 2022 Equity Incentive Compensation Plan (the “Plan”), which was adopted by the Company’s Board of Directors on February 16, 2022, subject to stockholder approval. The Plan became effective on April 26, 2022. A description of the terms and conditions of the Plan is set forth under the heading “Proposal No. 4: Approve the Stepan Company 2022 Equity Incentive Compensation Plan” in Stepan’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2022, which description is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

At the Annual Meeting, there were 20,004,343 shares of Stepan’s common stock represented to vote either in person or by proxy, which represented a quorum. Stockholders voted on the following matters at the Annual Meeting: (1) election of three nominees to serve as directors until the annual meeting of stockholders to be held in 2025; (2) an advisory vote to approve the compensation of Stepan’s named executive officers; (3) ratification of the appointment of Deloitte & Touche LLP as Stepan’s independent registered public accounting firm for fiscal year 2022; and (4) approval of the Plan.

Set forth below are the matters acted upon at the Annual Meeting and final voting results on each such matter as reported by Stepan’s inspector of elections.


NAME	FOR	AGAINST	ABSTAIN	BROKER NON‑VOTES

Scott R. Behrens	18,215,494	102,344	10,187	1,676,317

Lorinda A. Burgess	17,835,911	482,247	9,867	1,676,317

Edward J. Wehmer	17,588,704	729,339	9,982	1,676,317

Proposal 2: Advisory Vote to Approve the Compensation of Stepan’s Named Executive Officers


FOR	AGAINST	ABSTAIN	BROKER NON‑VOTES

18,083,433	226,653	17,939	1,676,317

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as Stepan’s Independent Registered Public Accounting Firm for 2022

FOR	AGAINST	ABSTAIN

19,539,632	456,411	8,300

Proposal 4: Approval of the Stepan Company 2022 Equity Incentive Compensation Plan


FOR	AGAINST	ABSTAIN	BROKER NON‑VOTES

17,863,792	452,987	11,246	1,676,317

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.