Quaker Chemical Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class I director nominees (Nandita Bakhshi, Joseph A. Berquist, Charlotte C. Henry) to serve three-year terms expiring in 2029.

2. 2

   Advisory Vote on Compensation of Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory vote approving the Company’s executive compensation as disclosed in the proxy (say-on-pay).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the company’s Named Executive Officers as disclosed in the proxy statement. Management seeks this annual approval to demonstrate shareholder support for its executive pay framework, which combines base salary, an Annual Incentive Plan (AIP) tied to Adjusted EBITDA, Net New Business Wins, and safety metrics, and a Long-Term Incentive Plan (LTIP) composed of PSUs (rTSR and adjusted ROIC) and time-based RSUs to align interests with shareholders and promote retention. The board recommends a “FOR” vote, citing robust governance practices: independent committee oversight, use of an independent compensation consultant, stock ownership and clawback policies, double-trigger CIC protections, and a history of strong shareholder support (97% approval in 2025). The proposal is non-binding; however, the board will review the results and consider them when setting future compensation policies. Investors should weigh the alignment between realized pay and company performance, including 2025 results (net sales $1.89B, net loss $2.5M, adjusted EBITDA $299.2M), the Committee’s discretionary adjustments to AIP payouts (e.g., excluding acquisition benefit and partially waiving EBITDA cap), and the multi-year PSU metrics that blend TSR and adjusted ROIC, which aim to balance absolute and relative performance.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.

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When is the Quaker Chemical Corp 2026 annual meeting?

Quaker Chemical Corp (KWR) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Quaker Chemical Corp 2026 meeting?

The record date for the Quaker Chemical Corp 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Quaker Chemical Corp's 2026 meeting?

The board is presenting 3 director nominees at the Quaker Chemical Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Quaker Chemical Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Quaker Chemical Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.