0001489393False00014893932026-05-222026-05-220001489393country:GB2026-05-222026-05-220001489393country:NL2026-05-222026-05-22

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): May 22, 2026
____________________________________________ 
LYONDELLBASELL INDUSTRIES N.V.
(Exact name of registrant as specified in its charter) 
 ____________________________________________ 
Netherlands001-3472698-0646235
(State or other jurisdiction
of incorporation)		(Commission
file number)		(I.R.S. Employer
Identification No.)
2800 Post Oak Blvd.,
4th Floor, One Vine Street
Suite 5100LondonDelftseplein 27E
Houston, Texas
W1J0AH3013AARotterdam
USA77056United KingdomNetherlands
(Address of principal executive offices) (Zip code)
(713)309-7200+44 (0)207220 2600+31 (0)10275 5500
(Registrant’s telephone numbers, including area codes) 
(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 ClassTrading SymbolName of Each Exchange On Which Registered
Ordinary Shares, €0.04 Par ValueLYBNew 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).
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed under Item 5.07 below, at the annual general meeting of shareholders of LyondellBasell Industries N.V. (the “Company”) held on May 22, 2026 (the “Annual Meeting”), the Company’s shareholders approved the amendment and restatement of the LyondellBasell Industries Long Term Incentive Plan (as amended and restated, the “Plan”). The amendments (i) authorize an additional 8,000,000 ordinary shares for issuance under the Plan and (ii) establish that per annum grants to any individual non-executive member of the Company’s Board of Directors may not exceed $2 million in aggregate grant-date fair value.

A description of the Plan, including the amendments, is set forth in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”).

The foregoing description and summary of the Plan contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, attached hereto as Exhibit 10.1. The summary and full text of the Plan are each incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders representing 285,156,235 shares of the Company, or approximately 88.34% of shares entitled to vote at the Annual Meeting, were present in person or by proxy. The Company’s shareholders voted on and approved each of the matters set forth below.
Proposal 1

The election of 12 director nominees to serve as members of the board of directors of the Company until the annual general meeting of shareholders in 2027 was approved based on the following votes:
 FORAGAINSTWITHHOLDBROKER NON-VOTES
Jacques Aigrain253,781,20111,723,0531,320,11118,331,870
Lincoln Benet263,268,4723,300,236255,65718,331,870
Robin Buchanan262,515,8124,108,866199,68718,331,870
Anthony Chase264,434,4681,885,377504,52018,331,870
Robert Dudley265,949,767614,609259,98918,331,870
Claire Farley259,082,9777,475,810265,57818,331,870
Rita Griffin261,309,0435,163,527351,79518,331,870
Michael Hanley263,560,8832,995,291268,19118,331,870
Virginia Kamsky
264,737,3671,594,335492,66318,331,870
Bridget Karlin265,127,5001,570,709126,15618,331,870
Albert Manifold263,782,8902,554,261487,21418,331,870
Peter Vanacker
265,425,3751,078,544320,44618,331,870
Proposal 2
The discharge of directors from liability was approved based on the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
264,078,734 1,738,358 1,007,27318,331,870




Proposal 3
The adoption of the Company’s Dutch statutory annual accounts for the year ended December 31, 2025 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
283,737,045363,4811,055,709
Proposal 4

The appointment of PricewaterhouseCoopers N.V. as the auditor of the Company’s Dutch statutory annual accounts for the year ending December 31, 2026 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
281,872,0843,157,154126,997
Proposal 5

The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
281,848,1283,146,470161,637
Proposal 6

An advisory resolution approving the compensation of the Company’s Named Executive Officers was approved based on the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
257,609,478 8,749,875 465,01218,331,870
Proposal 7

The authorization of the Board to repurchase up to 10% of the Company’s issued share capital, at prices ranging from the nominal value of the shares up to 110% of the market price for the shares, until November 22, 2027 was approved based on the following votes:
FOR
AGAINST
ABSTAIN
284,324,402413,776418,057
Proposal 8

The cancellation of all or a portion of shares held in or repurchased into the Company’s treasury account was approved based on the following votes:
FOR
AGAINST
ABSTAIN
284,462,968444,643248,624


Proposal 9

The amendment and restatement of the Plan was approved based on the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
263,183,9043,249,327391,13418,331,870
Item 8.01.     Other Events.
As discussed under Item 5.07 above, at the Annual Meeting, the Company’s shareholders approved a new share repurchase program authorizing the Company to repurchase up to 10% of the Company’s issued share capital as of the date of the Annual Meeting, or 34,042,250 shares, until November 22, 2027. The repurchases may be executed from time to time through open market or privately negotiated transactions, and the amount and timing of any future share repurchases will depend on, and be subject to, market conditions, general economic conditions, applicable legal requirements and other corporate considerations. The share repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular number of shares.
Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription
10.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



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.
  LYONDELLBASELL INDUSTRIES N.V.
Date: May 22, 2026 
By:/s/ Jeffrey A. Kaplan
  Jeffrey A. Kaplan
  Executive Vice President

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-10.1

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: lyb-20260522_htm.xml