DEF: Westlake Corporation Announces Details for 2025 Annual Stockholders Meeting

Westlake Corporation's annual meeting of stockholders will be held on May 8, 2025, to elect directors and ratify the appointment of PricewaterhouseCoopers LLP as the independent accounting firm.

Summary

• Westlake Corporation will hold its annual meeting of stockholders on May 8, 2025, in Houston, Texas.
• The meeting will address the election of four Class III directors, the ratification of PricewaterhouseCoopers LLP as the independent accounting firm for the fiscal year ending December 31, 2025, and any other business that may properly come before the meeting.
• The record date for determining stockholders eligible to vote is March 10, 2025.
• As of the record date, there were 128,489,006 shares of common stock outstanding.
• The Board of Directors recommends voting for the director nominees and for the ratification of the accounting firm appointment.
• Stockholders can vote online, by telephone, or by mail.
• TTWF LP, the principal stockholder, owns 72.3% of the outstanding common stock as of March 10, 2025.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral tone. The company appears to be following standard corporate governance practices.

Positives

• The Board of Directors is actively engaged in corporate governance, risk oversight, and sustainability matters.
• The company has a comprehensive approach to cybersecurity and data protection.
• Westlake encourages its directors to attend the annual meeting of stockholders.
• The company has a policy for recovering erroneously awarded compensation, or clawback policy, applicable to executive officers.

Negatives

• Westlake Corporation is considered a controlled company due to TTWF LP's majority ownership, exempting it from certain New York Stock Exchange corporate governance rules.
• The company acknowledges experiencing cybersecurity threats and attempted breaches, though none have had material impacts in the past three years.
• Weatherford filed for voluntary Chapter 11 bankruptcy in July 2019 and emerged in December 2019.

Risks

• Failure to adequately protect critical data and technology systems could materially affect operations.
• The company faces ongoing cybersecurity threats and attempted breaches.
• The company is subject to risks inherent in the operations of the Company and the control processes with respect to those risks (including, but not limited to, environmental, health, safety, sustainability and cybersecurity risks).

Future Outlook

The Board of Directors is soliciting proxies for the annual meeting and intends to vote on the matters outlined in the proxy statement.

Industry Context

The document provides insights into Westlake Corporation's corporate governance practices, executive compensation, and risk oversight, aligning with industry standards for publicly traded companies.

Comparison to Industry Standards

• The document references the New York Stock Exchange rules for controlled companies, indicating an awareness of corporate governance standards.
• The company's engagement of Willis Towers Watson as a compensation consultant is a common practice among public companies to ensure competitive executive compensation.
• The document mentions the Sustainability Accounting Standards Board, Global Reporting Initiative, and Task Force on Climate-related Financial Disclosures, indicating alignment with sustainability reporting frameworks.
• The company's cybersecurity framework aligns with the National Institute of Standards and Technology Cybersecurity Framework, a widely recognized standard.
• The document references the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, indicating compliance with regulatory requirements for executive compensation recovery.

Management Changes

Corporate Governance

Related Party Transactions

• The office space for our principal executive offices in Houston, Texas is leased, at market rates, from GUIC Post Oak Center, Ltd., an affiliate of our principal stockholder and of Tanglewood Property Management Company, under a lease (the existing office lease) that expires pursuant to its terms on December 31, 2032, with a five-year extension option at the expiration of the lease.
• In February 2025, the Company entered into a lease agreement (the new office lease) with Franklin Post Oak, Ltd., an affiliate of our principal stockholder and of Tanglewood Property Management Company, pursuant to which the Company agreed to lease office space for its principal executive offices in Houston Texas beginning in the third quarter of 2025 and expiring on August 31, 2035, with the option to extend the lease for a period of up to ten years following the initial expiration of the lease.
• The Company and/or its affiliates purchase and lease various products from American Air Liquide, Inc. and its subsidiaries (collectively, Air Liquide), of which Mr. Graff served as Chairman and Chief Executive Officer until July 2024.

Stakeholder Impact

• Shareholders are provided with information to make informed decisions regarding director elections and the appointment of the independent accounting firm.
• Employees are subject to a Code of Conduct and are eligible for various compensation and benefit programs.
• The company's commitment to sustainability and ethical conduct may positively impact customers and suppliers.
• The company's financial performance and risk management practices impact creditors.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on May 8, 2025.
• The Board of Directors will consider any other matters that may properly come before the annual meeting.

Key Dates

Keywords

stockholders meeting, proxy statement, board of directors, corporate governance, executive compensation, director election, PricewaterhouseCoopers, audit committee, sustainability, cybersecurity, TTWF LP