01—Abstract
Summary
Summary of the 8-K filed May 22, 2026. Cited figures are marked; the original filing is the authoritative source.
LyondellBasell Industries N.V.
(LYB) reported in this Form 8-K, filed in connection with its annual general meeting of shareholders held May 22, 2026, that shareholders approved an amended and restated LyondellBasell Industries Long Term Incentive Plan. The amendments authorize an additional 8,000,000 ordinary shares for issuance under the Plan and cap annual grants to any individual non-executive director at $2 milliona in aggregate grant-date fair value. The Company also reported that shareholders approved a new share repurchase program authorizing repurchases of up to 10% of issued share capital as of the meeting date, or 34,042,250 shares, running until November 22, 2027.
At the meeting, shareholders representing 285,156,235 shares, or approximately 88.34%b of shares entitled to vote, were present in person or by proxy. All 12 director nominees were elected to serve until the 2027 annual general meeting, though several received substantial AGAINST or WITHHOLD votes, with Jacques Aigrain receiving 11,723,053 AGAINST votes. Shareholders also approved the Dutch statutory annual accounts for 2025, the appointment of PricewaterhouseCoopers N.V. as Dutch statutory auditor and PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, the discharge of directors from liability, the advisory say-on-pay resolution, and the cancellation of treasury shares.
For investors, the most significant items are the expanded equity incentive pool, the new buyback authorization of up to 34,042,250 shares, and the board-level compensation cap. The filing states that repurchases will depend on market and other conditions and that the program may be suspended or discontinued at any time, with no obligation to acquire any particular number of shares. Full plan terms are described in the April 10, 2026 proxy statement and the plan text is filed as Exhibit 10.1.
02—Key points
Key Highlights
- Shareholders approved an amended and restated Long Term Incentive Plan authorizing an additional 8,000,000 ordinary shares for issuance.
- Non-executive director grants under the Plan are capped at $2 million in aggregate grant-date fair value per individual per annum.
- A new share repurchase program authorizes buybacks of up to 10% of issued share capital, or 34,042,250 shares, until November 22, 2027.
- Shareholders representing 285,156,235 shares, approximately 88.34% of shares entitled to vote, were present at the Annual Meeting.
- All 12 director nominees were elected to serve until the 2027 annual general meeting, with Jacques Aigrain receiving the highest AGAINST vote count at 11,723,053.
- PricewaterhouseCoopers N.V. was approved as Dutch statutory auditor and PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026.
- The advisory resolution on named executive officer compensation passed, with 257,609,478 FOR votes and 8,749,875 AGAINST votes.
03—Questions
Frequently Asked Questions
What changes did shareholders approve to the Long Term Incentive Plan?
Shareholders approved an amendment and restatement of the LyondellBasell Industries Long Term Incentive Plan. The amendments authorize an additional 8,000,000 ordinary shares for issuance under the Plan and establish that annual grants to any individual non-executive director may not exceed $2 million in aggregate grant-date fair value. The Plan vote was 263,183,904 FOR, 3,249,327 AGAINST, and 391,134 ABSTAIN, with 18,331,870 broker non-votes.
How large is the new share repurchase authorization?
The authorization permits repurchases of 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. Repurchases may be made through open market or privately negotiated transactions, depending on market conditions, legal requirements and other corporate considerations. The program may be suspended or discontinued at any time and does not obligate the Company to buy any particular number of shares.
Were all director nominees elected, and was there notable opposition?
All 12 director nominees were elected to serve until the 2027 annual general meeting. Support varied: Robert Dudley received 265,949,767 FOR votes and 614,609 AGAINST, while Claire Farley received 7,475,810 AGAINST votes and Jacques Aigrain received 11,723,053 AGAINST votes. Broker non-votes were 18,331,870 for each nominee.
How did shareholders vote on the advisory executive compensation resolution?
The advisory resolution approving the compensation of the Named Executive Officers passed, with 257,609,478 votes FOR, 8,749,875 AGAINST, and 465,012 ABSTAIN, plus 18,331,870 broker non-votes.
Where can investors find full details of the Plan amendments?
The filing states that a description of the Plan, including the amendments, appears in the definitive proxy statement filed with the SEC on April 10, 2026. The full text of the Plan is attached as Exhibit 10.1 to this Form 8-K and is incorporated by reference.
04—Continue