Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)Stepan Company ("Stepan") held its Annual Meeting of Stockholders on April 26, 2022 (the "Annual Meeting"). At the Annual Meeting, Stepan's stockholders approved the Stepan Company 2022 Equity Incentive Compensation Plan (the "Plan"), which was adopted by the Company's Board of Directors on February 16, 2022, subject to stockholder approval. The Plan became effective on April 26, 2022. A description of the terms and conditions of the Plan is set forth under the heading "Proposal No. 4: Approve the Stepan Company 2022 Equity Incentive Compensation Plan" in Stepan's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2022, which description is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

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

At the Annual Meeting, there were 20,004,343 shares of Stepan's common stock represented to vote either in person or by proxy, which represented a quorum. Stockholders voted on the following matters at the Annual Meeting: (1) election of three nominees to serve as directors until the annual meeting of stockholders to be held in 2025; (2) an advisory vote to approve the compensation of Stepan's named executive officers; (3) ratification of the appointment of Deloitte & Touche LLP as Stepan's independent registered public accounting firm for fiscal year 2022; and (4) approval of the Plan.

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     AGAINST ABSTAIN BROKER NON­VOTES

Scott R. Behrens 18,215,494 102,344 10,187 1,676,317

Lorinda A. Burgess 17,835,911 482,247 9,867 1,676,317

Edward J. Wehmer 17,588,704 729,339 9,982 1,676,317

Proposal 2: Advisory Vote to Approve the Compensation of Stepan's Named Executive Officers

FOR AGAINST ABSTAIN BROKER NON­VOTES

18,083,433 226,653 17,939 1,676,317

Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as Stepan's Independent Registered Public Accounting Firm for 2022

FOR AGAINST ABSTAIN

19,539,632 456,411 8,300

Proposal 4: Approval of the Stepan Company 2022 Equity Incentive Compensation Plan

FOR AGAINST ABSTAIN BROKER NON­VOTES



17,863,792 452,987 11,246     1,676,317






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Item 9.01Financial Statements and Exhibits

(d)Exhibits

ExhibitDescription

10.1 Stepan Company 2022 Equity Incentive Compensation Plan

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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