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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| LyondellBasell Industries NV | NYSE:LYB | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.11 | 0.15% | 74.12 | 74.35 | 73.40 | 73.67 | 1,016,385 | 22:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 22, 2024 (
(Exact Name of Registrant as Specified in Charter)
| The |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
The |
The | |||
| (Addresses of principal executive offices) |
| ( |
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| (Registrant’s telephone numbers, including area codes) | ||
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:
Securities registered pursuant to Section 12(b) of the Act
| Title of Each Class | Trading Symbol | 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
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.
On November 22, 2024, LyondellBasell Industries N.V. (the “Company”) announced that effective March 1, 2025, Michael McMurray will retire as Chief Financial Officer. In connection with his retirement, the Board of Directors of the Company has appointed Agustin Izquierdo to serve as Executive Vice President and Chief Financial Officer, also effective March 1, 2025. Until assuming the role of Chief Financial Officer, Mr. Izquierdo will continue to serve as the Company’s Senior Vice President, O&P Americas & Refining. Mr. McMurray will continue in an advisory role at the Company from March 2025 until full retirement in March 2026.
Mr. Izquierdo, age 47, joined the Company in November 2022 as Vice President, Strategy & Finance, Intermediates & Derivatives and moved into the role of Senior Vice President, O&P Americas & Refining in April 2024. Prior to joining the Company, he served in roles with increasing responsibility at BASF from 2009 to 2022, including as General Manager; Business Director, Americas; and VP, Planning, Finance and Digital. Mr. Izquierdo began his career at Morgan Stanley’s Investment Banking Division in 2000. Mr. Izquierdo received an MBA from the University of Chicago Booth School of Business and a Master’s in Engineering and a Bachelor’s in Actuarial Science from the Universidad Nacional Autonoma de Mexico.
There are no arrangements or understandings between Mr. Izquierdo and any other persons pursuant to which he was selected as Chief Financial Officer. There are also no family relationships between Mr. Izquierdo and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. McMurray’s retirement and transition planning, the Company and Mr. McMurray have entered into a letter agreement (the “Letter Agreement”) setting forth certain compensation terms, including continuation of his current base salary, and confirming continued eligibility to participate in the Company’s compensation and benefit plans and programs for similarly situated executives through his March 2026 retirement. Mr. McMurray will continue to have a target bonus of 95% of his base salary under the Company’s Short-Term Incentive Plan (“STI”), and payment for 2026 will be prorated. He will have a 2025 target award of 400% of his base salary under the Company’s Long-Term Incentive Plan (“LTI”). No LTI awards will be granted in 2026.
In connection with Mr. Izquierdo’s appointment as Executive Vice President and Chief Financial Officer, the Company has provided Mr. Izquierdo with a letter (the “Appointment Letter”) outlining the material terms of his employment following his promotion. Under the Appointment Letter, effective March 1, 2025, Mr. Izquierdo will receive a base salary of $650,000 and will be eligible to participate in the Company’s compensation and benefit plans and programs for similarly situated executives, including the Company’s STI, LTI and severance plans. As Chief Financial Officer, Mr. Izquierdo will have a target STI bonus of 90% of his base salary and a target LTI award of 250% of his base salary, allocated among performance share units (60%) and restricted stock units (40%).
The descriptions above are summaries of the material terms of the (i) Letter Agreement for Mr. McMurray and (ii) Appointment Letter for Mr. Izquierdo; each is qualified in its entirety by reference to the respective document, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Form 8-K and are incorporated herein by reference.
A copy of the press release announcing the matters described herein is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Letter Agreement dated November 21, 2024 between Michael McMurray and the Company. |
| 10.2 | Appointment Letter dated November 21, 2024 from the Company to Agustin Izquierdo. |
| 99.1 | Press Release dated November 22, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| LYONDELLBASELL INDUSTRIES N.V. | ||
| Date: November 22, 2024 | By: | /s/ Jeffrey A. Kaplan |
| Jeffrey A. Kaplan | ||
| Executive Vice President and General Counsel | ||
Exhibit 10.1
November 21, 2024
Michael McMurray, CFO
Via email
Re: Retirement and Transition Agreement
Dear Michael,
This letter agreement (this “Agreement”) sets forth our mutual understanding regarding your retirement from your position as Chief Financial Officer (“CFO”) of LyondellBasell Industries N.V. (the “Company”) and its subsidiaries and the transition of your responsibilities.
1. Retirement Date and Transition Period
Your retirement will be effective as of March 1, 2026 (the “Retirement Date”). Until the Retirement Date, you will continue to perform your duties and responsibilities to the Company as follows:
| a) | From the date hereof through February 28, 2025, you will serve as Executive Vice President and Chief Financial Officer; |
| b) | From March 1, 2025 until your Retirement Date (the “Transition Period”), you agree to assist in the transition of your duties to your successor and to provide such services as may be reasonably requested by the Company and as an advisor to the CEO to ensure a smooth transition. |
2. Compensation and Benefits
| a) | Salary: Your base salary will continue to be subject to annual review by the Board of Directors of the Company during the period you serve as Chief Financial Officer. During the Transition Period, you will continue to receive your current base salary through the Retirement Date. |
| b) | Incentive Compensation: You will continue to be eligible to participate in the Company’s incentive programs, subject to the terms and conditions thereof. |
| a. | Short-Term Incentive Plan. Your STI Plan target opportunity will remain at 95% of your annual base salary. Payout remains dependent upon the achievement of performance objectives as determined by the Board. Payout for your 2026 STI (payable in 2027) will be calculated as if you have reached “Retirement” under the STI Plan and will be pro rata as provided in Section 7 thereof. |
| b. | Long-Term Incentive Plan. All outstanding equity awards will be treated in accordance with the terms of the LTI Plan and your award agreements, provided however, that all of your outstanding options (to the extent not exercised on the Retirement Date), will be exercisable for a period until the earlier of (i) the original termination (expiration) date or (ii) five years from the Retirement Date. |
Your LTI Plan target opportunity will remain at 400% of your annual salary in 2025. In addition, your 2025 LTI award agreements will contain the same definition of “Retirement” as your 2024 award agreements. No LTI awards will be granted in 2026.
| c. | Benefits: You will continue to participate in the Company’s employee benefit plans and programs generally available to the Company’s senior executives, subject to the terms and conditions of such plans. |
3. Release of Claims
In exchange for the benefits provided under this Agreement, you agree to release and discharge the Company from any and all claims, liabilities, and causes of action arising out of or related to your employment with the Company
4. Confidentiality and Non-Compete
You agree to maintain the confidentiality of all proprietary information of the Company and to comply with any non-compete and non-solicitation obligations as set forth in your existing agreements with the Company and/or its subsidiaries.
5. Miscellaneous
| a) | Governing Law: This Agreement shall be governed by the laws of the state of Texas, without regard to conflict of law principles. |
| b) | Entire Agreement: This Agreement constitutes the entire agreement between you and the Company regarding your retirement and supersedes any prior agreements or understandings. |
Please indicate your acceptance of the terms of this Agreement by signing below and returning a copy to me.
| Sincerely, | |
| /s/ Trisha Conley | |
| Trisha Conley, Executive Vice President, People & Culture | |
| LyondellBasell Industries N.V. |
Acceptance of Offer
I have read and understood, and I accept all the terms of this letter agreement.
Michael C. McMurray
| Signed: | /s/ Michael C. McMurray | Date: | November 21, 2024 |
Exhibit 10.2
November 21, 2024
Agustin Izquierdo Sabido
Houston, TX
Dear Agustin,
I am pleased to confirm on behalf of LyondellBasell that your new role will be Executive Vice President and Chief Financial Officer reporting directly to Peter Vanacker, CEO, LyondellBasell Industries N.V. This change will be effective March 1, 2025.
Details of your 2025 compensation and incentives are as follows:
| · | Your annualized base salary, which considers a merit increase for 2025, will be $650,000 per year (“annual base salary”). |
| · | You will continue to be eligible to participate in the Company’s Short-Term Incentive (STI) Plan. The target bonus percentage for your position level is 90% of your annual base salary. |
| · | You will continue to be eligible to participate in the Company’s Long-Term Incentive (LTI) Plan. The target grant percentage for your position level is 250% of your annual base salary. |
| · | As an executive officer of LYB, your future compensation, including grants of incentive compensation, will be subject to approval by the Board. |
As an Executive Vice President, you will be subject to LYB’s Share Ownership Guidelines. In summary, these guidelines require Executive Committee members at the Vice President level and above to accumulate LYB shares at a rate equal to a multiple of their annual base salary, with the required multiple varying by level. Your ownership guideline level is 4x your annual base salary. A copy of the current guidelines will be provided to you by the Executive Services team.
You will continue to be eligible to participate in the employee benefit plans and programs generally available to the Company’s executives and employees, including medical, dental, vision and life insurance coverage, disability benefits, retirement benefits, financial planning and participation in the amended and restated Executive Severance Plan, in accordance with the terms and conditions of the applicable plans, programs and participation agreement.
Congratulations Agustin, I look forward to welcoming you on the Executive Committee and collaborating together to advance our business strategy.
| Sincerely, | |
| /s/ Trisha Conley | |
| Trisha Conley | |
| Executive Vice President, People and Culture |
Your employment with the Company will be for no specific period. Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed with the approval of the Board.
Exhibit 99.1
NEWS RELEASE
For immediate release
LyondellBasell Announces Plans for CFO Retirement and Successor Appointment
HOUSTON and LONDON, Nov. 22, 2024 – LyondellBasell (NYSE: LYB) today announced that effective March 1, 2025, Michael McMurray will retire as executive vice president and chief financial officer and will be succeeded by Agustin Izquierdo, currently the company’s senior vice president, Olefins & Polyolefins Americas & Refining. Until he assumes the role of chief financial officer, Izquierdo will continue to serve in his current role.
"We are grateful for Michael McMurray's significant contributions to LyondellBasell over the past five years,” said LyondellBasell Chief Executive Officer Peter Vanacker. "Michael's strategic leadership has been instrumental in building and leading the company’s strategy and financial performance. He transformed the finance function, bringing in highly-talented individuals with strong business focus, while driving shareholder returns and navigating a dynamic and challenging market environment. I want to thank him for his partnership, engagement, and devotion to LYB, and I appreciate his help through the long-term succession planning process. We are pleased that top talent within our organization is stepping into the role of chief financial officer. Agustin's extensive business and financial experience and proven leadership will be vital as we continue delivering value to our shareholders,” said Vanacker.
Prior to joining LyondellBasell in November 2022 as vice president, Strategy & Finance, Intermediates & Derivatives, Izquierdo served in roles with increasing responsibility at BASF from 2009 to 2022, including general manager; business director; and vice president, Planning, Finance and Digital. Prior to BASF, Izquierdo served in Morgan Stanley’s Investment Banking Division for nearly a decade.
“I’m excited for this opportunity to transition to the role of chief financial officer and work with our talented team to drive performance. Since joining LYB in 2022, the company has continued to progress our strategy, and I’m ready to build on Michael’s achievements and our strong financial foundation to drive our strategic initiatives,” said Izquierdo.
“It has been a privilege to be the CFO of LYB,” commented McMurray. “I’m deeply thankful to my colleagues and the Board for their support over the years in tackling complex opportunities and challenges, while driving LYB’s financial strength. I’m confident the company is positioned for continued success.”
ABOUT LYONDELLBASELL
We are LyondellBasell (NYSE: LYB) – a leader in the global chemical industry creating solutions for everyday sustainable living. Through advanced technology and focused investments, we are enabling a circular and low carbon economy. Across all we do, we aim to unlock value for our customers, investors and society. As one of the world's largest producers of polymers and a leader in polyolefin technologies, we develop, manufacture and market high-quality and innovative products for applications ranging from sustainable transportation and food safety to clean water and quality healthcare. For more information, please visit www.LyondellBasell.com or follow @LyondellBasell on LinkedIn.
Media Contact: Monica Silva +1 713-309-7575
Investor Contact: David Kinney +1 713-309-7141
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