LyondellBasell (LYB) wins approval for 10% buyback and larger equity incentive pool

Rhea-AI Filing Summary

LyondellBasell Industries N.V. reported results of its annual shareholder meeting. Shareholders approved amendments to the Long Term Incentive Plan, adding authorization for 8,000,000 additional ordinary shares and capping annual grants to any non-executive director at $2 million in grant-date value.

Investors also approved all nine proposals, including electing 12 directors, discharging directors from liability, adopting Dutch statutory accounts for 2025, and ratifying PricewaterhouseCoopers entities as auditors. Shareholders authorized the Board to repurchase up to 10% of issued share capital and to cancel treasury shares. The company established a new share repurchase program for up to 10% of issued share capital, equal to 34,042,250 shares, running until November 22, 2027, with purchases made at management’s discretion.

Insights

Equity & Corporate Governance Analyst

LyondellBasell gains fresh buyback capacity and expands equity incentives, subject to board discretion.

LyondellBasell shareholders approved an expanded Long Term Incentive Plan with 8,000,000 additional shares and a $2 million annual cap per non-executive director. This increases the pool for equity-based compensation while setting a defined ceiling on individual director awards.

The meeting also authorized a new share repurchase program for up to 10% of issued share capital, or 34,042,250 shares, through November 22, 2027. Actual buybacks depend on market, economic and legal conditions and can be suspended, so the capital return impact will hinge on future execution decisions.

High voting participation, with 285,156,235 shares representing about 88.34% of those entitled to vote, and broad approval across all nine proposals suggest general shareholder support for current governance, compensation structure and capital allocation framework as presented.

8-K Event Classification

4 items: 5.02, 5.07, 8.01, 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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

LTIP share authorization: 8,000,000 shares Director grant cap: $2 million Meeting participation: 285,156,235 shares +4 more

7 metrics

LTIP share authorization 8,000,000 shares Additional ordinary shares authorized under Long Term Incentive Plan

Director grant cap $2 million Maximum per annum grant-date fair value per non-executive director

Meeting participation 285,156,235 shares Shares represented at annual meeting, about 88.34% of those entitled to vote

Buyback authorization 10% of issued share capital Board authority to repurchase shares until November 22, 2027

New buyback size 34,042,250 shares Maximum shares under new repurchase program through November 22, 2027

Dutch accounts approval 283,737,045 votes for Votes for adoption of Dutch statutory annual accounts for 2025

Say-on-pay support 257,609,478 votes for Advisory approval of Named Executive Officers’ compensation

Key Terms

Long Term Incentive Plan, broker non-votes, Dutch statutory annual accounts, share repurchase program, +1 more

5 terms

Long Term Incentive Plan financial

"the LyondellBasell Industries Long Term Incentive Plan (as amended and restated, the “Plan”)"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

broker non-votes financial

"FOR | AGAINST | WITHHOLD | BROKER NON-VOTES Jacques Aigrain | 253,781,201"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Dutch statutory annual accounts financial

"The adoption of the Company’s Dutch statutory annual accounts for the year ended December 31, 2025"

share repurchase program financial

"the Company’s shareholders approved a new share repurchase program authorizing the Company to repurchase up to 10% of the Company’s issued share capital"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

treasury account financial

"The cancellation of all or a portion of shares held in or repurchased into the Company’s treasury account"

Understanding 8-K Material Events →

0001489393False00014893932026-05-222026-05-220001489393country:GB2026-05-222026-05-220001489393country:NL2026-05-222026-05-22

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): May 22, 2026

____________________________________________ 

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter) 

 ____________________________________________ 

Netherlands			001-34726			98-0646235
(State or other jurisdiction of incorporation)			(Commission file number)			(I.R.S. Employer Identification No.)

2800 Post Oak Blvd.,

4th Floor, One Vine Street

Suite 5100

London

Delftseplein 27E

Houston, Texas

W1J0AH

3013AA

Rotterdam

USA

77056

United Kingdom

Netherlands

(Address of principal executive offices) (Zip code)

(713) 309-7200 +44 (0) 207 220 2600 +31 (0) 10 275 5500

(Registrant’s telephone numbers, including area codes) 

(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

Name of Each Exchange On Which Registered

Ordinary Shares, €0.04 Par Value

LYB

New York Stock Exchange

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  ☐

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.  ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed under Item 5.07 below, at the annual general meeting of shareholders of LyondellBasell Industries N.V. (the “Company”) held on May 22, 2026 (the “Annual Meeting”), the Company’s shareholders approved the amendment and restatement of the LyondellBasell Industries Long Term Incentive Plan (as amended and restated, the “Plan”). The amendments (i) authorize an additional 8,000,000 ordinary shares for issuance under the Plan and (ii) establish that per annum grants to any individual non-executive member of the Company’s Board of Directors may not exceed $2 million in aggregate grant-date fair value.

A description of the Plan, including the amendments, is set forth in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”).

The foregoing description and summary of the Plan contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, attached hereto as Exhibit 10.1. The summary and full text of the Plan are each incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, shareholders representing 285,156,235 shares of the Company, or approximately 88.34% of shares entitled to vote at the Annual Meeting, were present in person or by proxy. The Company’s shareholders voted on and approved each of the matters set forth below.

Proposal 1

The election of 12 director nominees to serve as members of the board of directors of the Company until the annual general meeting of shareholders in 2027 was approved based on the following votes:

						FOR						AGAINST						WITHHOLD						BROKER NON-VOTES
Jacques Aigrain						253,781,201						11,723,053						1,320,111						18,331,870
Lincoln Benet						263,268,472						3,300,236						255,657						18,331,870
Robin Buchanan						262,515,812						4,108,866						199,687						18,331,870
Anthony Chase						264,434,468						1,885,377						504,520						18,331,870
Robert Dudley						265,949,767						614,609						259,989						18,331,870
Claire Farley						259,082,977						7,475,810						265,578						18,331,870
Rita Griffin						261,309,043						5,163,527						351,795						18,331,870
Michael Hanley						263,560,883						2,995,291						268,191						18,331,870
Virginia Kamsky						264,737,367						1,594,335						492,663						18,331,870
Bridget Karlin						265,127,500						1,570,709						126,156						18,331,870
Albert Manifold						263,782,890						2,554,261						487,214						18,331,870
Peter Vanacker						265,425,375						1,078,544						320,446						18,331,870

Proposal 2

The discharge of directors from liability was approved based on the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
264,078,734						1,738,358						1,007,273						18,331,870

Proposal 3

The adoption of the Company’s Dutch statutory annual accounts for the year ended December 31, 2025 was approved based on the following votes:

FOR						AGAINST						ABSTAIN
283,737,045						363,481						1,055,709

Proposal 4

The appointment of PricewaterhouseCoopers N.V. as the auditor of the Company’s Dutch statutory annual accounts for the year ending December 31, 2026 was approved based on the following votes:

FOR						AGAINST						ABSTAIN
281,872,084						3,157,154						126,997

Proposal 5

The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved based on the following votes:

FOR						AGAINST						ABSTAIN
281,848,128						3,146,470						161,637

Proposal 6

An advisory resolution approving the compensation of the Company’s Named Executive Officers was approved based on the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
257,609,478						8,749,875						465,012						18,331,870

Proposal 7

The authorization of the Board to repurchase up to 10% of the Company’s issued share capital, at prices ranging from the nominal value of the shares up to 110% of the market price for the shares, until November 22, 2027 was approved based on the following votes:

FOR						AGAINST						ABSTAIN
284,324,402						413,776						418,057

Proposal 8

The cancellation of all or a portion of shares held in or repurchased into the Company’s treasury account was approved based on the following votes:

FOR						AGAINST						ABSTAIN
284,462,968						444,643						248,624

Proposal 9

The amendment and restatement of the Plan was approved based on the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
263,183,904						3,249,327						391,134						18,331,870

Item 8.01.     Other Events.

As discussed under Item 5.07 above, at the Annual Meeting, the Company’s shareholders approved a new share repurchase program authorizing the Company to repurchase up to 10% of the Company’s issued share capital as of the date of the Annual Meeting, or 34,042,250 shares, until November 22, 2027. The repurchases may be executed from time to time through open market or privately negotiated transactions, and the amount and timing of any future share repurchases will depend on, and be subject to, market conditions, general economic conditions, applicable legal requirements and other corporate considerations. The share repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						LyondellBasell Industries Long Term Incentive Plan.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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.

LYONDELLBASELL INDUSTRIES N.V.

Date:

May 22, 2026

By:

/s/ Jeffrey A. Kaplan

Jeffrey A. Kaplan

Executive Vice President

FAQ

What did LyondellBasell (LYB) shareholders approve regarding the Long Term Incentive Plan?

Shareholders approved an amended Long Term Incentive Plan adding authorization for 8,000,000 additional ordinary shares. They also set a cap so any non-executive director cannot receive more than $2 million in aggregate grant-date fair value per year under the plan.

How large is LyondellBasell’s new share repurchase program approved in this 8-K?

The new share repurchase program authorizes repurchases of up to 10% of issued share capital, equal to 34,042,250 shares. It is effective until November 22, 2027, and buybacks may occur via open market or privately negotiated transactions at the company’s discretion.

What level of shareholder turnout did LyondellBasell (LYB) report for the 2026 annual meeting?

The annual meeting saw shareholders representing 285,156,235 shares present in person or by proxy. This corresponded to approximately 88.34% of shares entitled to vote, indicating a high participation rate in the governance and capital allocation decisions presented.

Were all director nominees elected at LyondellBasell’s 2026 annual meeting?

All 12 director nominees, including Peter Vanacker and Jacques Aigrain, were elected to serve until the 2027 annual meeting. Each nominee received substantially more votes “for” than votes “against” or “withheld,” alongside broker non-votes that did not affect election outcomes.

What did LyondellBasell shareholders decide on executive compensation in this filing?

Shareholders approved an advisory resolution on compensation for the Named Executive Officers. The advisory vote received 257,609,478 votes in favor, 8,749,875 votes against, and 465,012 abstentions, with an additional 18,331,870 broker non-votes recorded on the compensation proposal.

Which auditors did LyondellBasell (LYB) shareholders approve for 2026?

Shareholders approved PricewaterhouseCoopers N.V. as auditor of the Dutch statutory annual accounts for 2026, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm. Each auditor proposal received over 281 million votes “for,” with relatively small “against” and abstain tallies.

What authority did LyondellBasell’s board receive on share repurchases and cancellations?

Shareholders authorized the board to repurchase up to 10% of issued share capital at prices from nominal value up to 110% of market price until November 22, 2027. They also approved canceling all or part of shares held in, or repurchased into, the company’s treasury account.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 109.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 32.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.2 KB