01—Abstract
Summary
Summary of the 8-K filed May 24, 2024. Cited figures are marked; the original filing is the authoritative source.
At the annual general meeting of shareholders of LyondellBasell Industries N.V. held on May 24, 2024, shareholders representing 298,184,406 shares, or approximately 91.6%a of shares entitled to vote, were present in person or by proxy.
Shareholders elected 12 director nominees to serve until the annual general meeting in 2025, approved the discharge of directors from liability, and adopted the Company's Dutch statutory annual accounts for the year ended December 31, 2023. They also appointed PricewaterhouseCoopers N.V. as auditor of the Dutch statutory annual accounts and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm, both for the year ending December 31, 2024. Shareholders approved an advisory resolution on named executive officer compensation, with 277,508,840 votes for, 6,509,310 against and 339,003 abstaining.
Under Item 8.01, shareholders approved a new share repurchase program authorizing the Company to repurchase up to 10%b of its issued share capital as of the meeting date, or 34,042,250 shares, until November 24, 2025. Repurchases at prices from the nominal value of the shares up to 110% of the market price may be made through open market or privately negotiated transactions. The filing states that the program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.
The Company's shareholders also approved the cancellation of all or a portion of shares held in or repurchased into the treasury account. Director support was strong overall, though several nominees drew notably more opposition.
Albert Manifold received 9,913,605 votes against, Jacques Aigrain received 9,314,507 against, and Rita Griffin received 8,680,676 against, while most other nominees received fewer than 4,700,000 votes against. Investors may view the new repurchase authorization as the most significant capital allocation action disclosed in this filing.
02—Key points
Key Highlights
- Shareholders representing 298,184,406 shares, or approximately 91.6% of shares entitled to vote, attended the May 24, 2024 annual general meeting in person or by proxy.
- Shareholders approved a new share repurchase program of up to 10% of issued share capital, or 34,042,250 shares, valid until November 24, 2025, at prices from nominal value up to 110% of market price.
- Twelve director nominees were elected to serve until the 2025 annual general meeting, with Albert Manifold (9,913,605), Jacques Aigrain (9,314,507) and Rita Griffin (8,680,676) receiving the most votes against.
- The advisory say-on-pay resolution passed with 277,508,840 votes for, 6,509,310 against and 339,003 abstaining.
- PricewaterhouseCoopers N.V. was appointed as auditor of the Dutch statutory annual accounts, and PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm, both for 2024.
- Shareholders adopted the Dutch statutory annual accounts for the year ended December 31, 2023, with 296,958,361 votes for and 240,717 against.
- Shareholders approved the cancellation of all or a portion of shares held in or repurchased into the Company's treasury account.
03—Questions
Frequently Asked Questions
How large is the new share repurchase authorization?
Shareholders approved authority to repurchase up to 10% of the Company's issued share capital as of the annual meeting date, which the filing states equals 34,042,250 shares. The authority runs until November 24, 2025.
At what prices can the Company repurchase shares under this program?
The approved price range runs from the nominal value of the shares up to 110% of the market price for the shares.
Is the Company required to complete the repurchases?
No. The filing states that the amount and timing of repurchases depend on market conditions, general economic conditions, applicable legal requirements and other corporate considerations. The program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.
How did shareholders vote on executive compensation?
The advisory resolution approving the compensation of the Company's Named Executive Officers passed, with 277,508,840 votes for, 6,509,310 against, 339,003 abstaining, and 13,827,253 broker non-votes.
Who is the Company's auditor for 2024?
Shareholders appointed PricewaterhouseCoopers N.V. as auditor of the Dutch statutory annual accounts and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm, both for the year ending December 31, 2024.
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