Quaker Chemical (KWR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 4, 2025, are eligible to vote, with 17,670,915 shares outstanding.

• The Board recommends voting FOR all proposals, including the election of four directors, approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor.

• Forward-looking statements highlight risks such as customer demand, inflation, supply chain disruptions, geopolitical events, and cybersecurity.

Voting matters and shareholder proposals

• Proposals include electing four directors, an advisory vote on executive compensation, and ratification of the independent auditor.

• Shareholders may submit proposals for the 2026 meeting by December 1, 2025, and director nominations by February 6, 2026.

• The Board recommends voting FOR all director nominees and proposals.

Board of directors and corporate governance

• The Board is divided into three classes, with four Class III directors up for election to serve until 2028.

• Board leadership is separated between a non-executive Chairman and CEO, with an independent Lead Director.

• Ten of twelve directors are independent; diversity is emphasized, with 50% of the Board self-identifying as minorities or women.

• Four standing committees: Audit, Compensation and Human Resources, Governance, and Sustainability, all with independent members.

• Directors are subject to overboarding policies and annual self-evaluations.