LYB Lyondellbasell Industries N.V. - 8-K

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.