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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): February 18, 2022

 

 

Westlake Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32260   76-0346924

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

2801 Post Oak Boulevard,   Suite 600  
Houston,   Texas   77056
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (713) 960-9111

Westlake Chemical Corporation

(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, $0.01 par value   WLK   The New York Stock Exchange
1.625% Senior Notes due 2029   WLK29   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective February 18, 2022, Westlake Chemical Corporation changed its corporate name (the “Name Change”) to “Westlake Corporation” (the “Company”). The Name Change was approved by the Company’s Board of Directors (the “Board”) and was effected through the filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.

In connection with the Name Change, by action of the Board, the Company amended and restated its Amended and Restated Bylaws to reflect its new corporate name. There were no other amendments to the Bylaws. A copy of the Second Amended and Restated Bylaws of the Company, reflecting this amendment, is filed with this Current Report on Form 8-K as Exhibit 3.2 and is incorporated by reference herein.

 

Item 7.01.

Regulation FD Disclosure.

On February 15, 2022, the Company issued a press release announcing the Name Change. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein.

 

Item 9.01.

Financial Statements and Exhibits.

(d)     Exhibits.

 

Exhibit
Number

  

Description

  3.1    Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
  3.2    Second Amended and Restated Bylaws of the Company.
99.1    Press Release dated February 15, 2022.
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURE

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.

 

WESTLAKE CORPORATION
By:  

/s/ L. Benjamin Ederington

Name:   L. Benjamin Ederington
Title:   Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

Date: February 18, 2022