kwr-20230330

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12


QUAKER CHEMICAL CORPORATION
(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT


MEETING DATE May 10, 2023

QUAKER HOUGHTON

901 E. Hector Street

Conshohocken, Pennsylvania 19428



			Important Notice of Availability of Proxy Materials for Quaker Houghton’s 2023 Annual Meeting of Shareholders to be held on May 10, 2023. The Notice of Meeting, Proxy Statement and 2022 Annual Report to Shareholders are available at www.proxyvote.com.

Table of Contents

Notice of Virtual Annual Meeting of Shareholders



TIME:			8:00 A.M., Eastern Time, on Wednesday, May 10, 2023

PLACE:			The 2023 Annual Meeting of Shareholders will be held remotely via the Internet at www.virtualshareholdermeeting.com/KWR2023. You will not be able to attend the annual meeting in person.

ITEMS OF BUSINESS:			(1)To elect three directors. (2)To hold an advisory vote on the compensation of our named executive officers as described in this proxy statement. (3)To hold an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers. (4)To consider and act upon a proposal to approve the 2023 Director Stock Ownership Plan. (5)To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm to examine and report on our financial statements and internal control over financial reporting for 2023; and (6)To transact any other business properly brought before the meeting and any adjournment or postponement thereof.

WHO MAY VOTE:			You can vote at the meeting and any adjournment(s) of the meeting if you were a shareholder of the Company at the close of business on March 1, 2023.

ANNUAL REPORT:			A copy of our Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2022 is included with this proxy statement.

It is important that your shares be represented at the meeting. Regardless of whether you plan to participate in the virtual shareholders’ meeting, you are urged to complete, sign, date and return the enclosed proxy in the envelope we have enclosed for your convenience; no postage is required if mailed in the United States. If you plan to participate in the virtual shareholders’ meeting, please see the instructions on page 1 of the Proxy Statement.


			By Order of the Board of Directors,

			Robert T. Traub
			Senior Vice President, General Counsel and Corporate Secretary

Conshohocken, Pennsylvania

March 31, 2023



Important Notice of Availability of Proxy Materials for Quaker Houghton’s 2023 Annual Meeting of Shareholders to be held on May 10, 2023. The Notice of Meeting, Proxy Statement and 2022 Annual Report to Shareholders are available at www.proxyvote.com.

Table of Contents


			TABLE OF CONTENTS

TABLE OF CONTENTS


Introduction

Information Concerning the Annual Meeting			1

Proposal 1 – Election of Directors and Nominee Biographies			7

Biographies of Continuing Directors			10

Corporate Governance			14
Leadership Structure			14
Director Independence			14
Governance Committee Procedures for Selecting Director Nominees			14
Summary of Director Composition and Core Competencies			16
Shareholder Nominations and Recommendations			17
Board Oversight of Risk			18
Communications with the Board of Directors; Corporate Governance Guidelines			18
Code of Conduct			18
Employee, Officer and Director Hedging			19
Quaker Houghton At-A-Glance			19
Commitment to Sustainability			20
Human Capital Management			21
Workplace Safety			21
Talent and Culture			21

Meetings and Committees of the Board			22
Audit Committee			23
Compensation and Human Resources Committee			23
Governance Committee			24
Sustainability Committee			24

Compensation Committee Interlocks and Insider Participation			25

Proposal 2 – Advisory Vote on Compensation of Our Named Executive Officers			26

Pr oposal 3 – Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers			28

Executive Compensation			29
Compensation Discussion and Analysis			29
Introduction			29
Executive Summary			29
General Philosophy			30
Administrative Practices			31
Benchmarking Data			31
Allocating Between Current and Long-Term Compensation			32
Base Salary			34
Annual Cash Incentive Bonus			34
Long-Term Incentives			37
Comparative Stock Price Performance Graph			39


			2023 Proxy Statement \| i

Table of Contents


TABLE OF CONTENTS


Chief Executive Officer Compensation			39
Stock Ownership Policy			40
Severance and Change in Control Benefits			40
Mr. Tometich’s Employment Agreement			40
Other Named Executive Officers			42
Other Benefits on Termination			43
Perquisites and Other Benefits			43

Compensation Committee Report			44

Executive Compensation Tables			45
Summary Compensation Table			45
Grants of Plan-Based Awards			46
Outstanding Equity Awards at Fiscal Year-End			47
Option Exercises and Stock Vested			48
Pension Benefits			49
Potential Payments Upon Termination or Change in Control			49

Pay Ratio Disclosure			51

Pay vers us P erformance Disclosure			52

Proposal 4 – Approval of the 2023 Director Stock Ownership Plan			58

Director Compensation			61

Compensation Policies and Practices – Risk Assessment			63

Stock Ownership of Certain Beneficial Owners and Management			64
Certain Beneficial Owners			64
Management			66

Certain Relationships and Related Party Transactions			67

Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm			68
Audit Fees			68
Audit-Related Fees			68
Tax Fees			68
All Other Fees			68
Pre-Approval Policy			68

Report of the Audit Committee			70

General			71
Availability of Form 10-K and Annual Report to Shareholders			71
Shareholder Proposals			71

APPENDIX A - 2023 Director Stock Ownership Plan			73


ii \| 2023 Proxy Statement

Table of Contents


			PROXY STATEMENT

Proxy Statement

This proxy statement is being furnished to our shareholders in connection with the solicitation of proxies on behalf of our Board of Directors for use at our 2023 Annual Meeting of Shareholders, and at any and all postponements or adjournments of the meeting, for the purpose of considering and acting upon the matters referred to in the accompanying Notice of Annual Meeting of Shareholders and which are discussed below. The Annual Meeting of Shareholders will be held live via the Internet at www.virtualshareholdermeeting.com/KWR2023, at 8:00 A.M., Eastern Time, on May 10, 2023. You will not be able to attend the annual meeting in person.

We believe that a virtual meeting allows expanded shareholder access and participation and improved communications, while affording shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting.

The terms “we,” “our,” “us,” the “Company,” “Quaker” and “Quaker Houghton,” as used in this proxy statement, refer to Quaker Chemical Corporation doing business as Quaker Houghton.

This proxy statement, the accompanying form of proxy and a copy of our Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2022 are first being mailed to our shareholders on or about March 31, 2023.

Information Concerning the Annual Meeting

What matters will be voted on at the meeting?

At the meeting, shareholders will vote on five proposals and any other business properly brought before the meeting:

•Election of three nominees to serve on our Board of Directors (or the “Board”);

•Advisory vote on the compensation of our named executive officers as described in this proxy statement;

•Advisory vote on the frequency of the advisory vote on the compensation of our named executive officers;

•Approval of the 2023 Director Stock Ownership Plan; and

•Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023.

How does the Board recommend I vote on the proposals?

The Board recommends that you vote:

•FOR each of the three nominees named in this proxy statement;

•FOR approval, on a non-binding basis, of the Company’s compensation of our named executive officers as described in this proxy statement;

•FOR every “THREE YEARS” as the frequency of future, non-binding shareholder advisory votes on compensation of our named executive officers;

•FOR the approval of the 2023 Director Stock Ownership Plan; and

•FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023.

Who can attend the Annual Meeting?

This year’s annual meeting will be a virtual meeting of the shareholders conducted via live webcast. The meeting will be followed by a question and answer session. All shareholders of record on March 1, 2023 are invited to participate in the meeting. We have structured our virtual meeting to provide shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting.

To attend the meeting please visit www.virtualshareholdermeeting.com/KWR2023. To participate in the annual meeting, you will need the 16-digit control number included on your notice or on your proxy card.


			2023 Proxy Statement \| 1

Table of Contents


PROXY STATEMENT

Beneficial shareholders who do not have a control number may gain access to the meeting by logging into their broker, brokerage firm, bank or other nominee’s website and selecting the shareholder communications mailbox to link through to the annual meeting; instructions should also be provided on the voting instruction card provided by your broker, bank or other nominee.

Only shareholders with a valid control number will be allowed to ask questions. Questions relevant to meeting matters will be taken and answered during the meeting as time allows. Additional information regarding the rules and procedures for participating in the virtual annual meeting will be provided in our meeting rules of conduct, which shareholders can view during the meeting at the meeting website.

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page approximately 15 minutes prior to the start of the meeting. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our website, https://investors.quakerhoughton.com/event-calendar, including information on when the meeting will be reconvened.

How do I submit a question at the Annual Meeting?

The virtual meeting affords shareholders the same rights as if the meeting were held in person, including the ability to ask questions in accordance with the rules of conduct for the meeting.

If you wish to submit a question, you may do so during the meeting by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/KWR2023 and typing your question into the “Ask a Question” field, and clicking “Submit.” You will need the 16-digit control number that appears on your proxy card.

Beneficial shareholders who do not have a control number should obtain instructions from your broker, bank, or other nominee on how to submit questions at the annual meeting.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the “shareholder of record.” The printed copies of the proxy materials have been sent directly to you by the Company, unless you previously consented to receive all proxy materials electronically via e-mail or the Internet.

If your shares are held in a stock brokerage account, or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the “shareholder of record” of your shares is your broker, bank or other nominee. The printed copies of the proxy materials should have been forwarded to you by your broker, bank or other nominee, unless you previously consented to receive all proxy materials electronically via e-mail or the Internet. As the beneficial owner, you have the right to direct your broker, bank or other nominee to vote your shares. The Company urges you to instruct your broker, bank or other nominee on how to vote your shares. Please understand that, if you are a beneficial and not a record owner, the Company does not know that you are a shareholder or how many shares you own.

How do I cast my vote if I am a shareholder of record?

You can cast your vote as follows:

•Before the meeting:

–via the Internet by visiting www.proxyvote.com and following the instructions provided so long as you vote by 11:59 P.M. Eastern Time on May 9, 2023 for shares held directly and by 11:59 P.M. Eastern Time on May 7, 2023 for shares held in a Plan (each, a “Cutoff Time”);

–by telephone using the toll-free number listed on the proxy card so long as you vote by the applicable Cutoff Time; or

–by mail, if you mark, sign and date the proxy card enclosed with this proxy statement, and return it in the postage paid envelope provided and the Company receives it no later than the applicable Cutoff Time.


2 \| 2023 Proxy Statement

Table of Contents


			PROXY STATEMENT

•During the meeting:

–by visiting www.virtualshareholdermeeting.com/KWR2023. You will need the 16-digit control number that appears on your proxy card.

How do I cast my vote if I am a beneficial owner of shares held in street name?

As the beneficial owner of shares held in street name, you have the right to direct your broker, bank or other nominee how to vote your shares and it is required to vote your shares in accordance with the instructions provided by such nominee. As explained below, under “How will my proxy be voted?”, your bank, broker or other nominee may, under certain circumstances, vote your shares on “routine” matters without specific instructions from you.

We recommend that you follow the voting instructions in the materials you receive from your broker, bank or other nominee to vote via the Internet, by telephone or by mail by the applicable Cutoff Time.

If I have given a proxy, can I revoke that proxy?

Your presence at the meeting will not in itself revoke any proxy you may have given. If your shares are held in your own name (i.e., you are the shareholder of record), you may revoke your proxy at any time (to the extent it has not already been voted at the meeting), but a revocation will not be effective until it is received. Your proxy will be revoked (to the extent it has not already been voted at the meeting) if you:

•give written notice of the revocation to Quaker Houghton’s Corporate Secretary, Robert T. Traub, 901 E. Hector Street, Conshohocken, Pennsylvania 19428, or give electronic notice to Mr. Traub at Robert.Traub@quakerhoughton.com;

•

SEC Form DEF 14A filed by Quaker Houghton