SEC Filings

DEF 14A
WESTLAKE CHEMICAL CORP filed this Form DEF 14A on 04/06/2018
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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, Westlake’s 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.

MEETING ATTENDANCE

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 grantee’s 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 grantee’s 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 Westlake’s common stock at vesting.

The following table sets forth a summary of the compensation earned or paid to our non-management directors in 2017:

 

Name

   Fees Earned
or Paid
in Cash
($)
   Stock
Awards (1)
($)
   Option
Awards (2)
($)
   All Other
Compensation (3)
($)
   Total
($)

Robert T. Blakely

   120,000    120,000        0    3,561    243,561

Michael J. Graff

   112,500    120,000        0    3,561    236,061

Dorothy C. Jenkins

   100,000    120,000        0    3,561    223,561

Max L. Lukens

   100,000    120,000        0    3,561    223,561

R. Bruce Northcutt

   115,000    120,000        0    3,561    238,561

H. John Riley, Jr.

   112,500    120,000        0    3,561    236,061

 

(1) These amounts represent the grant date fair value of the restricted stock units granted to our directors in 2017, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the related valuation assumptions, please see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. As of December 31, 2017, Mr. Blakely, Mr. Graff, Ms. Jenkins, Mr. Lukens, Mr. Northcutt and Mr. Riley each had 4,330 unvested restricted stock units.
(2) As of December 31, 2017, Ms. Jenkins had outstanding options to purchase 14,750 shares of common stock.
(3) All Other Compensation amounts represent dividend equivalent payments with respect to restricted stock units that were paid to the directors before the vesting of the restricted stock units.

 

 

 

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