STOCK TITAN

Shareholders at Stepan (NYSE: SCL) back directors, executive pay and 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stepan Company reported voting results from its April 28, 2026 annual stockholder meeting. A quorum was present, with 19,939,848 common shares represented in person or by proxy.

Stockholders elected three directors to terms expiring in 2029. Joaquin Delgado received 17,708,824 votes for and 574,142 against, Corning F. Painter received 18,083,634 for and 199,377 against, and F. Quinn Stepan, Jr. received 17,761,172 for and 528,911 against, with additional abstentions and broker non-votes on each nominee.

Stockholders approved, on an advisory basis, the compensation of Stepan’s named executive officers, with 17,000,565 votes for, 1,233,415 against, and 67,131 abstentions. They also ratified the appointment of Deloitte & Touche LLP as Stepan’s independent registered public accounting firm for 2026, with 19,630,780 votes for, 289,370 against, and 19,698 abstentions.

Positive

  • None.

Negative

  • None.
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.
Shares represented 19,939,848 shares Common stock present or by proxy at April 28, 2026 meeting
Votes for Delgado 17,708,824 votes For election of director Joaquin Delgado
Votes for Painter 18,083,634 votes For election of director Corning F. Painter
Votes for F. Quinn Stepan, Jr. 17,761,172 votes For election of director F. Quinn Stepan, Jr.
Say-on-pay for votes 17,000,565 votes For advisory approval of named executive officer compensation
Say-on-pay against votes 1,233,415 votes Against advisory approval of executive compensation
Auditor ratification for votes 19,630,780 votes For ratifying Deloitte & Touche LLP for 2026
Auditor ratification against votes 289,370 votes Against ratifying Deloitte & Touche LLP for 2026
Annual Meeting of Stockholders financial
"Stepan Company (“Stepan”) held its Annual Meeting of Stockholders on April 28, 2026"
advisory vote financial
"an advisory vote to approve the compensation of Stepan’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
broker non-votes financial
"NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES"
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.
independent registered public accounting firm financial
"ratification of the appointment of Deloitte & Touche LLP as Stepan’s independent registered public accounting firm for 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.
quorum financial
"19,939,848 shares of Stepan’s common stock represented to vote either in person or by proxy, which represented a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
0000094049false00000940492026-04-282026-04-28

 

 

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): April 28, 2026

 

 

STEPAN COMPANY

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-4462

36-1823834

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1101 Skokie Boulevard

Suite 500

 

Northbrook, Illinois

 

60062

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 847 446-7500

 

 

(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

Common Stock, $1 par value

 

SCL

 

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

Stepan Company (“Stepan”) held its Annual Meeting of Stockholders on April 28, 2026 (the “Annual Meeting”). At the Annual Meeting, there were 19,939,848 shares of Stepan’s common stock represented to vote either in person or by proxy, which represented a quorum. Stockholders voted on the following matters at the Annual Meeting: (1) election of three nominees to serve as directors until the annual meeting of stockholders to be held in 2029; (2) an advisory vote to approve the compensation of Stepan’s named executive officers; and (3) ratification of the appointment of Deloitte & Touche LLP as Stepan’s independent registered public accounting firm for 2026.

 

Set forth below are the matters acted upon at the Annual Meeting and final voting results on each such matter as reported by Stepan’s inspector of elections.

 

Proposal 1: Election of Directors

 

NAME

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Joaquin Delgado

17,708,824

574,142

18,146

1,638,736

Corning F. Painter,

18,083,634

199,377

18,100

1,638,736

F. Quinn Stepan, Jr.

17,761,172

528,911

11,029

1,638,736

 

Proposal 2: Advisory Vote to Approve the Compensation of Stepan’s Named Executive Officers

 

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

17,000,565

1,233,415

67,131

1,638,736

 

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as Stepan’s Independent Registered Public Accounting Firm for 2026

 

FOR

AGAINST

ABSTAIN

19,630,780

289,370

19,698

 

 

 

 


 

 

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.

 

 

 

STEPAN COMPANY

 

 

 

 

Date:

April 30, 2026

By:

/s/ Shawn Lisle

 

 

 

Shawn G. Lisle
General Counsel and Secretary

 

 


FAQ

What happened at Stepan (SCL) at the April 28, 2026 annual meeting?

At the annual meeting, Stepan stockholders elected three directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for 2026, with all three proposals receiving strong majority support in the reported vote totals.

How many Stepan (SCL) shares were represented at the 2026 annual meeting?

A total of 19,939,848 shares of Stepan common stock were represented in person or by proxy, constituting a quorum for conducting business. This allowed votes on director elections, executive compensation, and auditor ratification to be validly taken and reported.

Did Stepan (SCL) shareholders approve executive compensation in 2026?

Yes. Stepan shareholders approved the advisory say-on-pay proposal, with 17,000,565 votes for, 1,233,415 against, and 67,131 abstentions. This indicates clear majority backing for the company’s named executive officer compensation program at the 2026 annual meeting.

Which directors were elected at Stepan’s 2026 annual meeting and how strong was support?

Shareholders elected Joaquin Delgado, Corning F. Painter, and F. Quinn Stepan, Jr. to serve until the 2029 annual meeting. Each nominee received over 17.7 million votes for, compared with several hundred thousand votes against, plus smaller abstentions and broker non-votes.

Was Deloitte & Touche LLP reappointed as Stepan (SCL) auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Stepan’s independent registered public accounting firm for 2026, with 19,630,780 votes for, 289,370 against, and 19,698 abstentions, reflecting very strong support for continuing the existing audit relationship.

What is a broker non-vote in the context of Stepan’s 2026 shareholder meeting?

A broker non-vote occurs when a broker holds shares in street name but lacks instructions to vote on certain proposals. At Stepan’s meeting, broker non-votes were reported on director elections and the advisory pay vote, but those shares still counted toward the overall quorum.

Filing Exhibits & Attachments

1 document