|WESTLAKE CHEMICAL CORP filed this Form DEF 14A on 04/06/2018|
Corporate Secretary will forward these communications to the addressee. If any interested party would like to communicate with the non-management directors or independent directors as a group, the interested party should address such communication as follows: Non-management Directors or Independent Directors (as applicable), c/o Corporate Secretary, Westlake Chemical Corporation, 2801 Post Oak Blvd., Houston, Texas 77056. Upon receipt, Westlakes Corporate Secretary will forward the communication, unopened, to one of the non-management directors or independent directors, as applicable. Such director will, upon review of the communication, make a determination as to whether it should be brought to the attention of the other non-management directors or independent directors, as applicable, and whether any response should be made to the person sending the communication, unless the communication was made anonymously.
The Board of Directors held ten meetings in 2017. During 2017, all of our directors attended at least 75% of the total number of meetings of the Board of Directors and any committee on which he or she served during the periods that he or she served. Westlake encourages its directors to attend the annual meeting of stockholders. All eight of our directors at the time attended our annual meeting of stockholders in 2017.
COMPENSATION OF DIRECTORS
Directors who are also full-time officers or employees of Westlake receive no additional compensation for serving as directors. In 2017, all other directors who served for the whole year received an annual cash retainer of $100,000. The Audit Committee chairman received an additional annual retainer of $20,000, the Compensation Committee chairman received an additional annual retainer of $15,000, the Nominating and Governance Committee chairman received an additional annual retainer of $15,000 and the Corporate Risk Committee chairman received an additional annual retainer of $15,000. Under the 2013 Omnibus Incentive Plan, as amended and restated on May 18, 2017 (the 2013 Plan), the Board of Directors, effective August 18, 2017, authorized the issuance of 1,721 restricted stock units to each non-management director at the time (being Ms. Jenkins and Messrs. Blakely, Graff, Lukens, Northcutt and Riley). All of these restricted stock units will vest on August 18, 2018, subject to the grantees continuing service as a director of Westlake as of the vesting date. The Board of Directors, effective January 5, 2018, authorized the issuance of 1,090 restricted stock units to each of Messrs. David Chao, Haas and Sheets in connection with his appointment to the Board of Directors. All of these restricted stock units will vest on January 5, 2019, subject to the grantees continuing service as a director of Westlake as of the vesting date. Each such restricted stock unit represents a contingent right to receive one share of Westlakes common stock at vesting.
The following table sets forth a summary of the compensation earned or paid to our non-management directors in 2017: