SCL 10-K Annual Report Dec. 31, 2023 | Alphaminr
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SCL 10-K Fiscal year ended Dec. 31, 2023

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STEPAN CO
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PROXIES
DEF 14A
 		Filed on March 26, 2024
DEF 14A
 		Filed on March 20, 2023
DEF 14A
 		Filed on March 25, 2022
DEF 14A
 		Filed on March 25, 2021
DEF 14A
 		Filed on March 20, 2020
DEF 14A
 		Filed on March 29, 2019
DEF 14A
 		Filed on March 29, 2018
DEF 14A
 		Filed on March 24, 2017
DEF 14A
 		Filed on March 24, 2016
DEF 14A
 		Filed on March 26, 2015
DEF 14A
 		Filed on March 27, 2014
DEF 14A
 		Filed on March 27, 2013
DEF 14A
 		Filed on March 22, 2012
DEF 14A
 		Filed on March 31, 2011
DEF 14A
 		Filed on March 19, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. (removed and Reserved)Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccoItem 9A. Controls and ProceduresItem 9A. ControlItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryItem 16. Form

Exhibits

3.1 Restated Certificate of Incorporation of Stepan Company, filed October 21, 2013, with the State of Delaware (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (File No. 001-4462), and incorporated herein by reference) 3.2 Amended and Restated Bylaws of Stepan Company (Amended as of October 22, 2019) (filed with the Companys Quarterly Report on Form 10-Q filed on October 30, 2019 (File No. 001-4462), and incorporated herein by reference) 4.1 Description of the Companys Common Stock (filed with the Companys Annual Report on form 10-K for the year ended December 31, 2019 (File No. 001-4462), and incorporated herein by reference) 10.1 Settlement Agreement, dated November 12, 2004, by and between the United States and the Company (filed with the Companys Current Report on Form 8-K filed on November 18, 2004 (File No. 001-4462), and incorporated herein by reference) 10.2+ Stepan Company Supplemental Savings and Investment Retirement Plan (Amended and Restated Effective as of January 1, 2019) (filed with the Companys Quarterly Report on Form 10-Q filed on October 30, 2019 (File No. 001-4462), and incorporated herein by reference) 10.3+ Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Definitive Proxy Statement on Schedule 14A filed on March 31, 2011 (File No. 001-4462), and incorporated herein by reference) 10.4+ Form of Non-Qualified Stock Option Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (File No. 001-4462), and incorporated herein by reference) 10.5+ Form of Stock Appreciation Rights Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Current Report on Form 8-K filed on February 23, 2015 (File No. 001-4462), and incorporated herein by reference) 10.6+ Form of Non-Qualified Stock Option Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-4462), and incorporated herein by reference) 10.7+ Form of Stock Appreciation Rights Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-4462), and incorporated herein by reference) 10.8+ First Amendment to the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference) 10.9+ Form of Non-Qualified Stock Option Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-k for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference 10.10+ Form of Performance Grant Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference) 10.11+ Form of Stock Appreciation Rights Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference 10.12+ Form of Stock Awards Agreement under the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-4462), and incorporated herein by reference 10.13+ Second Amendment to the Stepan Company 2011 Incentive Compensation Plan (filed with the Companys Current Report on Form 8-K filed on May 6, 2019 (File No. 001-4462), and incorporated herein by reference) 10.14+ Performance Award Deferred Compensation Plan (Effective January 1, 2008) (filed with the Companys Current Report on Form 8-K filed on October 24, 2008 (File No. 001-4462), and incorporated herein by reference) 10.15+ Stepan Company Directors Deferred Compensation Plan amended and restated as of January 1, 2012 (filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-4462), and incorporated herein by reference) 10.16+ Management Incentive Plan (As Amended and Restated Effective January 1, 2015) (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-4462), and incorporated herein by reference) 10.17+ Stepan Company 2022 Equity Incentive Compensation Plan (filed with the Companys Current Report on Form 8-K filed on May 3, 2022 (File No. 001-04462), and incorporated herein by reference) 10.18+ Form of Appreciation Rights Agreement under the Stepan Company 2022 Equity Incentive Compensation Plan (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-4462), and incorporated herein by reference) 10.19+ Form of Nonqualified Stock Option Agreement under the Stepan Company 2022 Equity Incentive Compensation Plan (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-4462), and incorporated herein by reference) 10.20+ Form of Performance Shares Agreement under the Stepan Company 2022 Equity Incentive Compensation Plan (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-4462), and incorporated herein by reference) 10.21+ Form of Restricted Stock Units Agreement under the Stepan Company 2022 Equity Incentive Compensation Plan (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 001-4462), and incorporated herein by reference) 10.22+* Form of Performance Shares Agreement under the Stepan Company 2022 Equity Incentive Compensation Plan 10.23 Note Purchase Agreement, dated as of June 27, 2013, regarding 3.86% Senior Notes due June 27, 2025 (filed with the Companys Current Report on Form 8-K filed on July 3, 2013 (File No. 001-4462), and incorporated herein by reference) 10.24 First Amendment, dated as of January 30, 2018, to the Note Purchase Agreement dated as of June 27, 2013 among Stepan Company and the noteholders party thereto (filed with the Companys Current Report on Form 8-K filed on February 2, 2018 (File No. 001-4462) and incorporated herein by reference) 10.25 Second Amendment, dated as of September 29, 2023, to the Note Purchase Agreement dated as of June 27, 2013 among Stepan Company and the noteholders party thereto (filed with the Companys Current Report on Form 8-K filed on September 29, 2023 (File No. 001-4462) and incorporated herein by reference) 10.26 Note Purchase Agreement, dated as of July 10, 2015, regarding 3.95% Senior Notes Due July 10, 2027 (filed with the Companys Current Report on Form 8-K filed on July 13, 2015 (File No. 001-4462), and incorporated herein by reference) 10.27 First Amendment, dated as of January 30, 2018, to the Note Purchase Agreement dated as of July 10, 2015 among Stepan Company and the noteholders party thereto (filed with the Companys Current Report on Form 8-K filed on February 2, 2018 (File No. 001-4462) and incorporated herein by reference) 10.28 Second Amendment, dated as of September 29, 2023, to the Note Purchase Agreement dated as of July 10, 2015 among Stepan Company and the noteholders party thereto (filed with the Companys Current Report on Form 8-K filed on September 29, 2023 (File No. 001-4462) and incorporated herein by reference) 10.29 Stock and Asset Purchase Agreement, dated as of January 29, 2021, by and among Arteva Specialties B.V., INV Performance Surfaces, LLC, INVISTA Textiles (U.K.) Limited, INV Management Services, LLC, Stepan Company, Stepan U.K. Limited and Stepan Holdings Netherlands B.V. (filed with the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No. 001-4462), and incorporated herein by reference) 10.30 Note Purchase and Private Shelf Agreement dated as of June 10, 2021 by and among Stepan Company, PGIM, Inc. and the purchasers thereto (filed with the Companys Current Report on Form 8-K filed on June 14, 2021 (File No. 001-4462), and incorporated herein by reference) 10.31 Subsidiary Guaranty dated as of June 10, 2021, by and between Stepan Specialty Products, LLC and Stepan Surfactants Holdings, LLC relating to the Note Purchase and Private Shelf Agreement dated as of June 10, 2021, by and among Stepan Company, PGIM, Inc. and the purchasers thereto (filed with the Companys Current Report on Form 8-K filed on June 14, 2021 (File No. 001-4462), and incorporated herein by reference) 10.32 First Amendment, dated as of September 29, 2023, to the Note Purchase and Private Shelf Agreement dated as of June 10, 2021 by and among Stepan Company, PGIM, Inc. and the purchasers thereto (filed with the Companys Current Report on Form 8-K filed on September 29, 2023 (File No. 001-4462) and incorporated herein by reference 10.33 Note Purchase and Master Note Agreement dated as of June 10, 2021, by and among Stepan Company, NYL Investors LLC and the purchasers thereto (filed with the Companys Current Report on Form 8-K filed on June 14, 2021 (File No. 001-4462), and incorporated herein by reference) 10.34 Subsidiary Guaranty dated as of June 10, 2021, by and between Stepan Specialty Products, LLC and Stepan Surfactants Holdings, LLC relating to the Note Purchase and Master Note Agreement dated as of June 10, 2021, by and among Stepan Company, NYL Investors LLC and the purchasers thereto (filed with the Companys Current Report on Form 8-K filed on June 14, 2021 (File No. 001-4462), and incorporated herein by reference) 10.35 First Amendment, dated as of September 29, 2023, to the Note Purchase and Master Note Agreement dated as of June 10, 2021 by and among Stepan Company, NYL Investors LLC and the purchasers thereto (filed with the Companys Current Report on Form 8-K filed on September 29, 2023 (File No. 001-4462) and incorporated herein by reference 10.36 Credit Agreement, dated as of June 24, 2022, among Stepan Company, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners (filed with the Companys Current Report on Form 8-K filed on June 27, 2022 (File No. 001-04462), and incorporated herein by reference) 10.37 Amendment No. 1 to Credit Agreement, dated as of September 29, 2023, among Stepan Company, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed with the Companys Current Report on Form 8-K filed on September 29, 2023 (File No. 001-4462) and incorporated herein by reference) 21* Subsidiaries of the Registrant at December 31, 2023 23* Consent of Independent Registered Public Accounting Firm 24* Power of Attorney 31.1* Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer (Principal Financial Officer) to Section 302 of the Sarbanes-Oxley Act of 2002 32** Certification of President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97* Clawback Policy