STEPAN CO — Declaration of Voting Results & Voting Rights Announcements 2014

May 1, 2014

8-K 1 rrd408363.htm Prepared By R.R. Donnelley Financial -- Form 8-K

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): 04/29/2014

STEPAN COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 1-4462

Delaware	36-1823834
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

Edens and Winnetka Road, Northfield, Illinois 60093

(Address of principal executive offices, including zip code)

(847)446-7500

(Registrant’s telephone number, including area code)

(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))

Item 2.02. Results of Operations and Financial Condition

On April 29, 2014, Stepan Company ("Stepan") issued a press release providing its financial results for the first quarter ended March 31, 2014. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

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

Stepan held its Annual Meeting of Stockholders on April 29, 2014 (the "Annual Meeting"). At the Annual Meeting, there were 20,067,832 shares represented to vote either in person or by proxy, or 89.77% of the outstanding shares, which represented a quorum. Stockholders voted on the following matters at the Annual Meeting: (i) election of two nominees to serve as directors until the annual meeting of stockholders to be held in the year 2017; (ii) approval of an advisory resolution on the compensation of Stepan's named executive officers; and (iii) ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as Stepan's independent registered public accounting firm for 2014.

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 WITHHELD BROKER NON-VOTES

Joaquin Delgado 17,972,874 54,529 2,040,429

F. Quinn Stepan, Jr. 17,961,774 65,629 2,040,429

Proposal 2: Approval of the Advisory Resolution on Compensation of Stepan's Named Executive Officers

FOR AGAINST ABSTAIN BROKER NON-VOTES

17,830,631 110,166 86,606 2,040,429

Proposal 3: Ratification of Appointment of Deloitte as Independent Registered Public Accounting Firm for Fiscal Year 2014

FOR AGAINST ABSTAIN BROKER NON-VOTES

19,964,335 73,528 29,969 0

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number: 99.1

Description: Press Release of Stepan Company dated April 29, 2014

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 — /s/ Kathleen Sherlock
Kathleen Sherlock
Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
EX-99.1	Press Release of Stepan Company dated April 29, 2014