LyondellBasell Industries NV filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$LYB
Major Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2026
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Securities registered pursuant to Section 12(b) of the Act:
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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.
As discussed under Item 5.07 below, at the annual general meeting of shareholders of LyondellBasell Industries N.V. (the “Company”) held on May 22, 2026 (the “Annual Meeting”), the Company’s shareholders approved the amendment and restatement of the LyondellBasell Industries Long Term Incentive Plan (as amended and restated, the “Plan”). The amendments (i) authorize an additional 8,000,000 ordinary shares for issuance under the Plan and (ii) establish that per annum grants to any individual non-executive member of the Company’s Board of Directors may not exceed $2 million in aggregate grant-date fair value.
A description of the Plan, including the amendments, is set forth in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”).
The foregoing description and summary of the Plan contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, attached hereto as Exhibit 10.1. The summary and full text of the Plan are each incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders representing 285,156,235 shares of the Company, or approximately 88.34% of shares entitled to vote at the Annual Meeting, were present in person or by proxy. The Company’s shareholders voted on and approved each of the matters set forth below.
Proposal 1
The election of 12 director nominees to serve as members of the board of directors of the Company until the annual general meeting of shareholders in 2027 was approved based on the following votes:
| FOR | AGAINST | WITHHOLD | BROKER NON-VOTES | |||||||||||||||||||||||
| Jacques Aigrain | 253,781,201 | 11,723,053 | 1,320,111 | 18,331,870 | ||||||||||||||||||||||
| Lincoln Benet | 263,268,472 | 3,300,236 | 255,657 | 18,331,870 | ||||||||||||||||||||||
| Robin Buchanan | 262,515,812 | 4,108,866 | 199,687 | 18,331,870 | ||||||||||||||||||||||
| Anthony Chase | 264,434,468 | 1,885,377 | 504,520 | 18,331,870 | ||||||||||||||||||||||
| Robert Dudley | 265,949,767 | 614,609 | 259,989 | 18,331,870 | ||||||||||||||||||||||
| Claire Farley | 259,082,977 | 7,475,810 | 265,578 | 18,331,870 | ||||||||||||||||||||||
| Rita Griffin | 261,309,043 | 5,163,527 | 351,795 | 18,331,870 | ||||||||||||||||||||||
| Michael Hanley | 263,560,883 | 2,995,291 | 268,191 | 18,331,870 | ||||||||||||||||||||||
Virginia Kamsky | 264,737,367 | 1,594,335 | 492,663 | 18,331,870 | ||||||||||||||||||||||
| Bridget Karlin | 265,127,500 | 1,570,709 | 126,156 | 18,331,870 | ||||||||||||||||||||||
| Albert Manifold | 263,782,890 | 2,554,261 | 487,214 | 18,331,870 | ||||||||||||||||||||||
Peter Vanacker | 265,425,375 | 1,078,544 | 320,446 | 18,331,870 | ||||||||||||||||||||||
Proposal 2
The discharge of directors from liability was approved based on the following votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 264,078,734 | 1,738,358 | 1,007,273 | 18,331,870 | |||||||||||||||||
Proposal 3
The adoption of the Company’s Dutch statutory annual accounts for the year ended December 31, 2025 was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 283,737,045 | 363,481 | 1,055,709 | ||||||||||||
Proposal 4
The appointment of PricewaterhouseCoopers N.V. as the auditor of the Company’s Dutch statutory annual accounts for the year ending December 31, 2026 was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 281,872,084 | 3,157,154 | 126,997 | ||||||||||||
Proposal 5
The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 281,848,128 | 3,146,470 | 161,637 | ||||||||||||
Proposal 6
An advisory resolution approving the compensation of the Company’s Named Executive Officers was approved based on the following votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 257,609,478 | 8,749,875 | 465,012 | 18,331,870 | |||||||||||||||||
Proposal 7
The authorization of the Board to repurchase up to 10% of the Company’s issued share capital, at prices ranging from the nominal value of the shares up to 110% of the market price for the shares, until November 22, 2027 was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 284,324,402 | 413,776 | 418,057 | ||||||||||||
Proposal 8
The cancellation of all or a portion of shares held in or repurchased into the Company’s treasury account was approved based on the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||||
| 284,462,968 | 444,643 | 248,624 | ||||||||||||
Proposal 9
The amendment and restatement of the Plan was approved based on the following votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 263,183,904 | 3,249,327 | 391,134 | 18,331,870 | |||||||||||||||||
Item 8.01. Other Events.
As discussed under Item 5.07 above, at the Annual Meeting, the Company’s shareholders approved a new share repurchase program authorizing the Company to repurchase up to 10% of the Company’s issued share capital as of the date of the Annual Meeting, or 34,042,250 shares, until November 22, 2027. The repurchases may be executed from time to time through open market or privately negotiated transactions, and the amount and timing of any future share repurchases will depend on, and be subject to, market conditions, general economic conditions, applicable legal requirements and other corporate considerations. The share repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURES
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.
| LYONDELLBASELL INDUSTRIES N.V. | |||||||||||||||||
| Date: | May 22, 2026 | ||||||||||||||||
| By: | /s/ Jeffrey A. Kaplan | ||||||||||||||||
| Jeffrey A. Kaplan | |||||||||||||||||
| Executive Vice President | |||||||||||||||||