🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as a detailed instruction manual and report sent to a company's shareholders ahead of an important meeting. It outlines what will be voted on, provides background on the people running the company, and discloses key financial and governance information so shareholders can make informed decisions.

👉 Why it exists: The SEC requires companies to provide this transparency before shareholder votes. This specific document is for Westlake Corporation's Annual Meeting, scheduled for May 14, 2026.

🏢 What The Company Does

In simple terms, Westlake Corporation is a global manufacturer and supplier of essential materials for everyday life. They operate in two main segments: Olefins (like polyethylene and polypropylene, used in plastics, packaging, and automotive parts) and Building Products (like PVC pipe, vinyl siding, and architectural coatings used in construction). They are a major player in the chemicals and building materials industries.

👉 Why it matters: Understanding their business helps contextualize the board's expertise and the risks they oversee (like raw material costs, environmental regulations, and construction cycles).

🗓️ The Annual Meeting & Key Votes

Shareholders are being asked to vote on three main items at the meeting:

Election of Directors: Vote for five nominees to the Board (Class I).
Advisory Vote on Executive Compensation: A non-binding "say-on-pay" vote to approve how top executives are paid.
Ratification of Auditor: Approve PricewaterhouseCoopers LLP as the independent accounting firm for 2026.

👉 Record Date: Only shareholders of record as of March 16, 2026, can vote. There were 128,083,490 shares outstanding on that date. The Board unanimously recommends voting FOR all three proposals.

👥 Board of Directors & Governance

The Board is structured into three classes. The five nominees for Class I (to serve until 2029) are:

Catherine T. Chao (age 48) - Architect, family member.
Roger A. Cregg (age 69) - Former homebuilder CEO.
Jean-Marc Gilson (age 62) - Current Westlake President & CEO.
Kimberly S. Lubel (age 61) - Former energy/convenience store CEO.
Jeffrey W. Sheets (age 68) - Former ConocoPhillips CFO.

Key Governance Points:

Controlled Company: The Chao family, through TTWF LP, owns 72.5% of the voting power. This makes Westlake a "controlled company" under NYSE rules, allowing exemptions from some governance requirements (like having a fully independent board).
Leadership Split: The roles of Executive Chairman (Albert Y. Chao), Senior Chairman (James Y. Chao), and CEO (Jean-Marc Gilson) are held by different people.
Committees: The Board has four key committees: Audit, Compensation, Corporate Risk & Sustainability, and Nominating & Governance. The independent directors meet at least annually in executive session.

💰 Director & Executive Compensation

This section details how the people governing and running the company are paid.

Director Pay (2025): Non-employee directors received a total annual cash retainer of $122,500 (increased mid-year). Committee chairs received additional retainers. They also received restricted stock units (RSUs) worth $175,000 each, vesting in one year. For example, Mark A. McCollum earned $327,232 in total.

Executive Compensation Philosophy: Pay is designed to be competitive and tie rewards to performance. The Compensation Committee, advised by Willis Towers Watson, uses a peer group of 15 companies (like Dow, LyondellBasell, Sherwin-Williams) for benchmarking. The mix emphasizes performance-based incentives (annual bonuses and long-term stock awards) over fixed salary.

👉 Key Detail: The company has a clawback policy to recover erroneously awarded compensation and strict stock ownership guidelines (e.g., the CEO must hold stock worth 6x his salary).

⚖️ Risk Oversight & Cybersecurity

The Board takes a structured approach to overseeing major risks.

Key Committees for Risk:

Corporate Risk & Sustainability Committee: Oversees enterprise risks, including environmental, health, safety, and cybersecurity.
Audit Committee: Oversees financial risks.
Compensation Committee: Ensures compensation programs don't encourage excessive risk-taking.

Cybersecurity Focus: Westlake follows the NIST Cybersecurity Framework. They have a dedicated team, use multiple security controls, conduct employee training, and have an incident response plan with a third-party firm on retainer. While they experience regular threats, they report no material impacts from incidents in the past three years.

👉 Why it matters: In today's world, cyber threats are a top operational risk for any industrial company. This detailed disclosure shows the board is actively engaged.

📇 Key Contacts & People

Executive Chairman: Albert Y. Chao
Senior Chairman: James Y. Chao
President & CEO: Jean-Marc Gilson
EVP, Legal & External Affairs (Secretary): L. Benjamin Ederington (Contact for meeting/proxy questions)
Compensation Consultant: Willis Towers Watson
Independent Auditor: PricewaterhouseCoopers LLP
Principal Stockholder: TTWF LP (controlled by the Chao family), 2801 Post Oak Blvd., Houston, TX 77056
Corporate Secretary Address: Westlake Corporation, 2801 Post Oak Blvd., Houston, Texas 77056

🧠 The Analogy

Reading this proxy is like getting the program and rulebook for a major corporation's annual town hall meeting. You see who's running for the board (the "city council"), how they and the "mayor" (CEO) get paid, who's watching the town's finances and safety, and you learn that one powerful family owns most of the "town," which changes the usual governance rules. You, as a shareholder, get a vote on the key issues.

🧩 Final Takeaway

This document reveals Westlake as a Chao family-controlled industrial giant with a board heavy on chemical and energy experience. Shareholders are being asked to endorse the current leadership and pay structure. The most critical vote is for the five Class I directors, which will shape the board's oversight for the next three years.

WESTLAKE CORP — DEF 14A Filing