LyondellBasell Industries (LYB) Proxy filing summary

Executive summary

• Navigated a prolonged industry downturn in 2025 by prioritizing safety, operational excellence, and disciplined capital allocation, resulting in record safety performance and strong operational reliability.

• Advanced portfolio transformation by divesting non-core assets, exiting refining, and investing in circular and low-carbon solutions, including the MoReTec chemical recycling plant targeting 2027 startup.

• Launched a Cash Improvement Plan, exceeding the $600M target with $800M achieved in 2025, and raised the cumulative target to $1.3B by end of 2026.

• Maintained consistent shareholder returns, marking the 15th consecutive year of dividend growth, and returned $2.0B to shareholders in 2025.

Voting matters and shareholder proposals

• Election of 12 directors for terms ending at the 2027 annual meeting.

• Discharge of directors from liability for 2025.

• Adoption of 2025 Dutch statutory annual accounts.

• Appointment and ratification of PricewaterhouseCoopers as external auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Authorization to repurchase up to 10% of issued share capital and cancellation of treasury shares.

• Approval of amendments to the Long Term Incentive Plan.

Board of directors and corporate governance

• Board comprises 12 directors, 11 of whom are independent; average tenure 7.6 years, average age 66.8.

• Board diversity: 33% women, 17% ethnically/racially diverse.

• Annual board and committee self-assessments, mandatory retirement age, and robust onboarding and training.

• Five standing committees, all members independent; high attendance (98% in 2025).

• Shareholder engagement policy and regular communication with top shareholders.