株探米国株
日本語 英語
エドガーで原本を確認する
0001489393False00014893932023-05-192023-05-190001489393country:GB2023-05-192023-05-190001489393country:NL2023-05-192023-05-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 ____________________________________________
FORM 8-K
____________________________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2023
____________________________________________ 
LYONDELLBASELL INDUSTRIES N.V.
(Exact Name of Registrant as Specified in Charter) 
 ____________________________________________ 
Netherlands 001-34726 98-0646235
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1221 McKinney St., 4th Floor, One Vine Street
Suite 300 London Delftseplein 27E
Houston, Texas W1J0AH 3013AA Rotterdam
USA 77010 United Kingdom Netherlands
(Addresses of principal executive offices) (Zip code) 
(713) 309-7200 +44 (0) 207 220 2600 +31 (0) 10 2755 500
(Registrant’s telephone numbers, including area codes) 
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange On Which Registered
Ordinary Shares, €0.04 Par Value LYB New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the annual general meeting of shareholders of LyondellBasell Industries N.V. (the “Company”) held on May 19, 2023 (the “Annual Meeting”), shareholders representing 292,481,209 shares of the Company, or approximately 89.9% of shares entitled to vote at the Annual Meeting, were present in person or by proxy. The Company’s shareholders voted on and approved each of the matters set forth below.
Proposal 1

The election of 11 director nominees to serve as members of the board of directors of the Company until the annual general meeting of shareholders in 2024 was approved based on the following votes:
  FOR AGAINST WITHHOLD BROKER NON-VOTES
Jacques Aigrain 271,658,615 7,530,234 278,561 13,013,799
Lincoln Benet 271,920,717 7,409,386 137,307 13,013,799
Robin Buchanan 265,607,246 13,632,404 227,760 13,013,799
Anthony (Tony) Chase
273,786,757 5,524,255 156,398 13,013,799
Robert (Bob) Dudley
271,956,923 7,346,037 164,450 13,013,799
Claire Farley 270,063,392 9,188,504 215,514 13,013,799
Rita Griffin 278,632,351 714,454 120,605 13,013,799
Michael Hanley 278,548,231 797,163 122,016 13,013,799
Virginia Kamsky
271,356,267 7,949,069 162,074 13,013,799
Albert Manifold 270,119,343 9,182,728 165,339 13,013,799
Peter Vanacker
278,652,279 680,158 134,973 13,013,799
Proposal 2
The discharge of directors from liability was approved based on the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
277,312,367   1,241,450   913,593 13,013,799

Proposal 3
The adoption of the Company’s Dutch statutory annual accounts for the year ended December 31, 2022 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
291,365,522 274,988 840,699




Proposal 4

The appointment of PricewaterhouseCoopers N.V. as the auditor of the Company’s Dutch statutory annual accounts for the year ending December 31, 2023 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
290,313,150 2,052,373 115,686
Proposal 5

The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
290,329,229 2,039,754 112,226
Proposal 6

An advisory resolution approving the compensation of the Company’s Named Executive Officers (“say-on-pay”) was approved based on the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
272,594,744   6,627,652   245,014 13,013,799
Proposal 7

The shareholders approved, on an advisory basis, the frequency of “1 year” for the holding of the say-on-pay vote. The voting results are as follows:
1 YEAR
2 YEARS
3 YEARS
ABSTAIN
BROKER NON-VOTES
271,792,399 175,644 7,300,795 198,572 13,013,799
Based on the results of this advisory vote, and consistent with the Board’s recommendation, the Board determined that the advisory vote on executive compensation will be held every year until the next required shareholder advisory vote on the frequency of the advisory vote on executive compensation.
Proposal 8

The authorization of the Board to repurchase up to 10% of the Company’s issued share capital, at prices ranging from the nominal value of the shares up to 110% of the market price for the shares, until November 19, 2024 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
290,685,372 1,229,600 566,237



Proposal 9

The cancellation of all or a portion of shares held in or repurchased into the Company’s treasury account was approved based on the following votes:
FOR
AGAINST
ABSTAIN
291,877,535 351,095 252,579

Item 8.01.     Other Events.
As discussed under Item 5.07 above, at the Annual Meeting, the Company’s shareholders approved a new share repurchase program authorizing the Company to repurchase 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 19, 2024. The repurchases may be executed from time to time through open market or privately negotiated transactions, and the amount and timing of any future share repurchases will depend on, and be subject to, market conditions, general economic conditions, applicable legal requirements and other corporate considerations. The share repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
    LYONDELLBASELL INDUSTRIES N.V.
Date: May 19, 2023  
/s/ Jeffrey A. Kaplan
    Jeffrey A. Kaplan
    Executive Vice President and Chief Legal Officer