01—Abstract
Summary
Summary of the 8-K filed May 23, 2025. Cited figures are marked; the original filing is the authoritative source.
LyondellBasell Industries N.V. held its annual general meeting of shareholders on May 23, 2025.
Shareholders representing 294,317,167 shares, or approximately 91.57%a of shares entitled to vote, were present in person or by proxy. Shareholders elected all 12 director nominees to serve until the 2026 annual general meeting, and approved the discharge of directors from liability, the adoption of the Dutch statutory annual accounts for the year ended December 31, 2024, and the appointment of PricewaterhouseCoopers N.V. as auditor of the Dutch statutory accounts for 2025. They also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025.
Shareholders also approved an advisory resolution on named executive officer compensation, with 265,325,326 votes for, 10,567,631 against and 511,479 abstaining. Additional approvals covered a board authorization to repurchase up to 10%b of issued share capital at prices from the nominal value up to 110% of the market price, valid until November 23, 2026, and the cancellation of all or part of shares held in treasury.
Under Item 8.01, the company stated that the approved share repurchase program authorizes repurchases of up to 10%c of issued share capital as of the meeting date, or 34,042,250 shares, until November 23, 2026. Repurchases may occur through open market or privately negotiated transactions, depend on market and other conditions, and may be suspended or discontinued at any time without obligation to buy any particular number of shares.
02—Key points
Key Highlights
- Shareholders representing 294,317,167 shares, or approximately 91.57% of shares entitled to vote, attended the May 23, 2025 annual general meeting.
- All 12 director nominees were elected to serve until the 2026 annual general meeting, with the highest 'against' count for any nominee at 9,910,055 votes (Jacques Aigrain).
- The Dutch statutory annual accounts for the year ended December 31, 2024 were adopted, with 292,530,593 votes for and 525,646 against.
- PricewaterhouseCoopers N.V. was appointed as auditor of the Dutch statutory accounts, and PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm, both for 2025.
- The advisory say-on-pay resolution passed with 265,325,326 votes for, 10,567,631 against and 511,479 abstaining.
- A new share repurchase authorization allows buybacks of up to 10% of issued share capital, or 34,042,250 shares, at prices from nominal value up to 110% of market price, until November 23, 2026.
- Shareholders approved cancellation of all or a portion of treasury shares, with 293,303,902 votes for.
03—Questions
Frequently Asked Questions
How many shares did LyondellBasell's new repurchase program authorize?
The filing states the program authorizes repurchases of up to 10% of issued share capital as of the Annual Meeting date, or 34,042,250 shares, until November 23, 2026.
Were the board nominees approved?
Yes. All 12 director nominees were elected to serve until the annual general meeting in 2026. Each received substantially more 'for' votes than 'against' or 'withhold' votes.
How did shareholders vote on executive compensation?
The advisory resolution approving named executive officer compensation was approved, with 265,325,326 votes for, 10,567,631 against, 511,479 abstaining and 17,912,731 broker non-votes.
Can the company be required to repurchase a specific number of shares under the program?
No. The filing states that the repurchase program may be suspended or discontinued at any time, that repurchases depend on market, economic, legal and other corporate considerations, and that the company is not obligated to acquire any particular number of shares.
Who is the auditor for 2025?
PricewaterhouseCoopers N.V. was appointed as auditor of the Dutch statutory annual accounts for the year ending December 31, 2025, and PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the same year.
04—Continue