--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-146155" form_type: "8-K" ticker: "WLK" cik: "0001262823" company_name: "WESTLAKE CORP" filed_at: "2023-05-16T23:59:59+00:00" generated_at: "2026-06-14T23:16:35.253205+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Westlake shareholders approve exculpation, equity plan, and executive compensation; Ederington gets $2.5M RSU ## Summary - Shareholders approved officer exculpation amendment (109.3M for, 14.7M against) and amended equity plan (123M for, 1.1M against). - Advisory vote on exec compensation approved (123M for); company will hold vote every 3 years per 97.7M votes for 3 years. - L. Benjamin Ederington appointed EVP, Performance and Essential Materials, GC, CAO; salary $700K, 80% bonus, 235% LTI; $2.5M RSU vesting in 5 years. - M. Steven Bender awarded $1.5M RSU grant (3-year vest) under the amended incentive plan. - Stockholder proposals on GHG emission targets and plastic pollution report not approved (14.4M and 11.8M for, respectively). ## SEC filing metadata - accession: 0001193125-23-146155 - form_type: 8-K - ticker: WLK - cik: 0001262823 - company_name: WESTLAKE CORP - filed_at: 2023-05-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/d505607d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-146155 - JSON: https://secwatch.observer/filing/0001193125-23-146155.json - Plain text: https://secwatch.observer/filing/0001193125-23-146155.txt ## Key facts - Executive change L. Benjamin Ederington was appointed as Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer at WESTLAKE CORP. - Action: appointed - Role: Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer source text: the Board of Directors (the “Board”) of the Company approved the appointment of L. Benjamin Ederington as Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer, effective April 5, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Governance Changes WESTLAKE CORP: Amendment to the Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers from personal liability under certain circumstances as allowed by Delaware law (effective 2023-05-11). - Change: charter amendment - Effective: 2023-05-11 source text: At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on May 11, 2023 and became effective upon filing. evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Shareholder Votes WESTLAKE CORP shareholders rejected Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans at the 2023-05-11 meeting. - Outcome: failed - Meeting: 2023-05-11 source text: Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Shareholder Votes WESTLAKE CORP shareholders approved Advisory vote to approve named executive officer compensation at the 2023-05-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-11 source text: Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Shareholder Votes WESTLAKE CORP shareholders approved Advisory vote regarding the frequency of the advisory vote on named executive officer compensation at the 2023-05-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-11 source text: Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Shareholder Votes WESTLAKE CORP shareholders approved Amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law at the 2023-05-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-11 source text: Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Shareholder Votes WESTLAKE CORP shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-11 source text: Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Shareholder Votes WESTLAKE CORP shareholders rejected Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets at the 2023-05-11 meeting. - Outcome: failed - Meeting: 2023-05-11 source text: Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Shareholder Votes WESTLAKE CORP shareholders approved Amendment and restatement of the Company’s 2013 Omnibus Incentive Plan at the 2023-05-11 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-11 source text: Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm - Shareholder Votes WESTLAKE CORP shareholders approved Election of five directors at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: Eight matters were voted upon by the Company’s stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company’s 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company’s greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following evidence_url: https://www.sec.gov/Archives/edgar/data/1262823/000119312523146155/0001193125-23-146155-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.