scl-8k_20201130.htm

STEPAN COMPANY

Date: November 30, 2020

/s/ David G. Kabbes

David G. Kabbes

Vice President, General Counsel and Secretary

Delaware

36-1823834

(State or other jurisdiction of

incorporation)

(IRS Employer

Identification No.)

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 (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Title of each class

Trading Symbol(s)

Name of Each exchange on which registered

Common Stock, $1 par value

SCL

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).

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

Stepan Company (“Stepan”) announced on November 30, 2020, that its Board of Directors has elected Scott R. Behrens to serve as Stepan’s President and Chief Operating Officer, effective on January 1, 2021. Also effective on January 1, 2021, F. Quinn Stepan, Jr., Stepan’s Chairman, President and Chief Executive Officer, will serve as Stepan’s Chairman and Chief Executive Officer. Mr. Behrens, age 51, has served as Stepan’s Vice President and General Manager – Surfactants since September 2014. During Mr. Behrens’ more than 25-year career with Stepan he has held a series of leadership positions across multiple parts of Stepan’s business.

As President and Chief Operating Officer, Mr. Behrens will receive an annual salary of $500,000. Mr. Behrens will be eligible to participate in Stepan’s short-term incentive compensation program, with a target annual incentive award of 100% of his base salary. Mr. Behrens will also be eligible to participate in Stepan’s long-term incentive compensation program; Mr. Behrens’ annual equity grant is expected to have a target total value of $1,000,000, subject to the approval of Stepan’s Board of Directors. The equity awards granted to Mr. Behrens under Stepan’s long-term incentive compensation program are expected to have the same performance and vesting conditions as those awarded to other participants in the program. Additionally, Mr. Behrens will be entitled to certain perquisites available to executive officers and will be eligible for certain employee benefits generally available to all employees.

Mr. Behrens does not have any family relationships and has no material interests in any related party transactions that would require disclosure under Items 401(d) or 404(a) of Regulation S-K.

A copy of the press release regarding Mr. Behrens’ appointment is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Description: Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.