Quaker Chemical (NYSE: KWR) shifts Board leadership as Mark Douglas becomes Chairman
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Quaker Chemical Corporation announced that long-time director and Chairman Michael F. Barry will retire from the Board after the May 13, 2026 meeting. The Board reduced its size from eleven to ten directors and elected independent director Mark A. Douglas as the new Chairman, eliminating the Lead Director role. Shareholders elected three directors for terms ending in 2029, approved on an advisory basis the compensation of named executive officers, and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026. The company also issued a press release honoring Mr. Barry’s contributions and outlining related governance changes.
Positive
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Negative
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8-K Event Classification
4 items: 5.02, 5.07, 7.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding record date: 17,335,077 shares
Board size change: 11 to 10 directors
Votes for Nandita Bakhshi: 16,161,268 votes
+4 more
7 metrics
Shares outstanding record date
17,335,077 shares
Common stock outstanding as of March 2, 2026 record date
Board size change
11 to 10 directors
Board reduced in size effective May 13, 2026
Votes for Nandita Bakhshi
16,161,268 votes
Director election at 2026 annual meeting
Votes for Joseph A. Berquist
16,174,577 votes
Director election at 2026 annual meeting
Votes for Charlotte C. Henry
15,520,372 votes
Director election at 2026 annual meeting
Say-on-pay votes for
15,611,451 votes
Advisory vote on named executive officer compensation
PwC ratification votes for
16,281,591 votes
Ratification of independent auditor for fiscal 2026
Key Terms
Lead Director, Sustainability Committee, non-binding basis, independent registered public accounting firm, +1 more
5 terms
Lead Director financial
"Because Mr. Douglas is an independent director, the Board determined that it was no longer necessary to maintain a Lead Director role"
A lead director is a board member chosen by other independent directors to coordinate the board’s independent oversight of company management, acting like a team captain or referee who organizes meetings, leads discussions without the CEO present, and serves as a primary contact between independent directors and company leadership. Investors care because a strong lead director helps prevent conflicts of interest, improves decision-making and accountability, and signals that the board is actively watching how management runs the business.
Sustainability Committee financial
"Mr. Barry served on the Company’s Board since 2008, having served as Chairman of the Board since 2009, and was a member of the Sustainability Committee."
non-binding basis financial
"The Company’s shareholders approved, on a non-binding basis, the Company’s compensation of its named executive officers"
independent registered public accounting firm financial
"The shareholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number 001-12019
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices)
(Zip Code)
(610 ) 832-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2026, Mr. Michael F. Barry, a member of the Board of Directors (the “Board”) of Quaker Chemical Corporation (the “Company”) notified the Company of his retirement from the Board, effective at the conclusion of the Board meeting on May 13, 2026. Mr. Barry served on the Company’s Board since 2008, having served as Chairman of the Board since 2009, and was a member of the Sustainability Committee. Mr. Barry’s decision to retire was voluntary and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with Mr. Barry’s retirement, the Board acted to reduce its size from eleven to ten directors, effective May 13, 2026.
Also on May 13, 2026, the Board appointed Mr. Mark A. Douglas, an independent director who has served on the Board since 2013, to succeed Mr. Barry as Chairman. Because Mr. Douglas is an independent director, the Board determined that it was no longer necessary to maintain a Lead Director role and voted to eliminate the role, effective May 13, 2026. Mr. Jeffry D. Frisby, who served as Lead Director since 2023, remains on the Board and remains the Chair of the Sustainability Committee and a member of the Compensation and Human Resources Committee.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As of March 2, 2026, the record date for the 2026 Annual Meeting, 17,335,077 shares of the Company’s common stock were outstanding, and the holders of those shares were entitled to cast one vote for each share held. Set forth below are the matters acted upon by the shareholders at the 2026 Annual Meeting and the final voting results of each such proposal.
Proposal No.1 – Election of Directors.
The shareholders elected three directors to serve a three-year term until the 2029 annual meeting of shareholders and until their respective successors are duly elected and qualified. The results of the vote were as follows:
| Directors | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Nandita Bakhshi | 16,161,268 | 154,875 | 8,718 | 359,761 | ||||||||||||||||||||||
| Joseph A. Berquist | 16,174,577 | 145,059 | 5,225 | 359,761 | ||||||||||||||||||||||
| Charlotte C. Henry | 15,520,372 | 798,377 | 6,112 | 359,761 | ||||||||||||||||||||||
Proposal No. 2 – Advisory Vote on Compensation of the Company’s Named Executive Officers
The Company’s shareholders approved, on a non-binding basis, the Company’s compensation of its named executive officers as described in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative disclosures contained in the Company’s Proxy Statement for the 2026 Annual Meeting. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 15,611,451 | 705,057 | 8,353 | 359,761 | |||||||||||||||||
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2026
The shareholders voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2026. The results of the vote were as follows:
| For | Against | Abstain | ||||||||||||
| 16,281,591 | 394,927 | 8,104 | ||||||||||||
2
Item 7.01 Regulation FD Disclosure.
On May 13, 2026, the Company issued a press release announcing the retirement of Mr. Barry, attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are included as part of this Current Report on Form 8-K.
| Exhibit Number | Description of Exhibit | |||||||
99.1 | Press Release, dated May 13, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
-3-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUAKER CHEMICAL CORPORATION | ||||||||
Date: May 15, 2026 | By: | /s/ Robert T. Traub | ||||||
| Robert T. Traub | ||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||
3
Exhibit 99.1
News
 | |||||
Investor Contact: John Dalhoff Director, Investor Relations investor@quakerhoughton.com T.+1.610.684.7822 | Media Contact: Melissa McClain Director, Global Communications media@quakerhoughton.com T. +1.610.832.7809 | ||||
For Release: Immediate
| ___________________________________________________________________________________ | ||
Quaker Houghton Announces Appointment of Mark A. Douglas as Chairman and Retirement of Michael F. Barry as Chairman and Director
CONSHOHOCKEN, PA (May 13, 2026) /PRNewswire/ – Quaker Houghton (NYSE: KWR) today announced that the Board of Directors (“the Board”) has elected Mark A. Douglas as Chairman of the Board, effective immediately. Mr. Douglas will succeed Michael F. Barry, who has decided to retire as Chairman and a member of the Board. In connection with Mr. Barry’s retirement, the Board acted to reduce its size from eleven to ten directors, effective May 13, 2026.
Mr. Douglas said, “It is a great privilege to succeed Mike. I’ve had the pleasure of serving alongside him as a director since 2013 and know his leadership has been invaluable to both the Board and our shareholders. During his tenure, the Company delivered significant growth, solid shareholder returns, and approximately 30 strategic acquisitions.”
Mr. Barry said, “It has been an honor to serve on Quaker Houghton’s Board since 2008 and as its Chairman for the past 17 years. I am proud of what we’ve achieved and know that Mark will carry on our unwavering commitment to providing shareholder value. Also, it has been over 4 years since I retired as CEO, and now is the proper time to retire from the Board. Quaker Houghton is in a strong place under the leadership of Joe Berquist with whom I have worked closely for over 20 years. Joe is the ideal leader for this Company going forward given his intimate knowledge of the businesses, product lines, employees and customers, and his strategic vision to take the Company into the future. I am impressed with Joe’s leadership since becoming CEO. He has taken actions that are positioning the Company well for future growth, including numerous strategic initiatives that will create value for our shareholders, as well as all stakeholders, including our customers and employees. It’s been 28 years since I walked in the door at Quaker Houghton and after today, I will continue to be a shareholder of this great company, and I am looking forward to the significant value creation that I believe will take place.”
Mr. Barry added, “Mark is a highly respected and dedicated member of the Board and Chair of the Governance Committee. His experience leading a global chemical company, along with his deep understanding of Quaker Houghton’s business, will position him well to serve as Chairman and continue driving its long-term success.”
Joseph A. Berquist, Chief Executive Officer and President, said, “Mike’s legacy at Quaker Houghton is one of achievement, distinguished by thoughtful and caring leadership. In recognition of his innumerable contributions as both CEO and Chairman, I’m pleased to announce that we’ll be naming the Michael F.
Exhibit 99.1
Barry Employee Learning and Conference Center at our new corporate headquarters, and the Company will also sponsor The Michael F. Barry Quaker Houghton Manufacturing Leadership Fellowship at Drexel University, Mike’s alma mater. We wish Mike all the best in his retirement.”
In light of the election of Mr. Douglas, an independent director, as Chairperson, the Board also voted to eliminate the role of Lead Independent Director, effective today. Mr. Berquist said “The Board and Company thank Jeffry D. Frisby for serving as our Lead Independent Director since 2023. We’re pleased to have him remain on the Board as the Chair of the Sustainability Committee and a valued member of the Compensation and Human Resources Committee.”
About Quaker Houghton
Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, container, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With approximately 4,700 employees, including chemists, engineers and industry experts, we partner with our customers to improve their operations so they can run even more efficiently, even more effectively, whatever comes next. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the United States. Visit quakerhoughton.com to learn more.
FAQ
What board changes did Quaker Chemical (KWR) announce in this 8-K?
Quaker Chemical reported a planned leadership transition on its Board. Chairman and director Michael F. Barry will retire, the Board size drops from eleven to ten, and independent director Mark A. Douglas becomes Chairman, prompting elimination of the separate Lead Director role.
Who is retiring from Quaker Chemical (KWR)’s Board and when is it effective?
Michael F. Barry is retiring from Quaker Chemical’s Board. He notified the company on May 12, 2026 that his retirement will be effective at the conclusion of the Board meeting on May 13, 2026, ending service that began in 2008.
Who was elected Chairman of the Board at Quaker Chemical (KWR)?
Mark A. Douglas was elected Chairman of Quaker Chemical’s Board. An independent director since 2013, he was appointed Chairman on May 13, 2026, succeeding Michael F. Barry and leading the Board after its reduction from eleven to ten members.
Which directors were elected at Quaker Chemical (KWR)’s 2026 annual meeting?
Three directors won election to new three-year terms. Shareholders elected Nandita Bakhshi, Joseph A. Berquist, and Charlotte C. Henry to serve until the 2029 annual meeting, each receiving over 15.5 million votes in favor, excluding broker non-votes.