Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

At the annual meeting of stockholders of Westlake Corporation (the "Company") held on May 11, 2023 (the "2023 Annual Meeting"), the Company's stockholders approved the amendment and restatement of the Company's 2013 Omnibus Incentive Plan. A copy of the amended and restated plan is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

In addition, as previously reported, on April 3, 2023, the Board of Directors (the "Board") of the Company approved the appointment of L. Benjamin Ederington as Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer, effective April 5, 2023. In connection with Mr. Ederington's appointment, on May 11, 2023, the Compensation Committee of the Board approved for fiscal year 2023 an adjusted base salary of $700,000, an adjusted Annual Incentive Plan target bonus (percentage of base pay) of 80% and an adjusted long-term incentive target (percentage of base pay) of 235%.

On May 12, 2023, the Board approved a grant of restricted stock units ("RSUs") under the Company's amended and restated 2013 Omnibus Incentive Plan to certain named executive officers as shown below:

Name                     Aggregate Grant Date Fair Value of RSUs
M. Steven Bender         $1,500,000 (1)
L. Benjamin Ederington   $2,500,000 (2)



    (1)  Mr. Bender's RSU awards will vest in full on the third anniversary of the
         date of grant.



    (2)  Mr. Ederington's RSU awards will vest in full on the fifth anniversary of
         the date of grant.

The number of shares underlying the RSUs will be determined by dividing the aggregate value by the closing stock price on the date of grant.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

At the 2023 Annual Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on May 11, 2023 and became effective upon filing. A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

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

Eight matters were voted upon by the Company's stockholders at the 2023 Annual Meeting: (1) five members of the Board were elected; (2) the advisory vote to approve named executive officer compensation was approved; (3) the advisory vote regarding the frequency of the advisory vote on named executive officer compensation was approved for every three years; (4) the proposed amendment to the Company's Amended and Restated Certificate of Incorporation was approved; (5) the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified; (6) the proposed amendment and restatement of the Company's 2013 Omnibus Incentive Plan was approved; (7) the Stockholder proposal regarding the Company's greenhouse gas emission reduction targets was not approved; and (8) the Stockholder proposal regarding the preparation of a report on reducing plastic pollution of the oceans was not approved. The following tabulation sets forth the number of votes cast for, against or withheld and the number of abstentions and broker non-votes, as applicable.

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Election of Directors    Votes For    Votes Withheld   Broker Non-Votes
Catherine T. Chao       112,661,541     11,408,154        1,854,270
Marius A. Haas          121,644,097     2,425,598         1,854,270
Kimberly S. Lubel       121,765,460     2,304,235         1,854,270
Jeffrey W. Sheets       118,850,657     5,219,038         1,854,270
Carolyn C. Sabat        112,641,801     11,427,894        1,854,270



                    Votes For       Votes Against       Abstentions      Broker Non-Votes
Advisory vote
to approve
named              122,936,982        1,095,556            37,157           1,854,270
executive
officer
compensation



                  1 year         2 years         3 years       Abstentions    Broker Non-Votes
Advisory
vote
regarding
the
frequency of
the advisory    26,315,001       44,695        97,695,881        14,118          1,854,270
vote on
named
executive
officer
compensation



                    Votes For       Votes Against       Abstentions      Broker Non-Votes
Amendment to
the Company's
Amended and
Restated
Certificate of
Incorporation
to provide for
exculpation of
certain            109,273,551        14,712,157           83,987           1,854,270
officers of
the Company
from personal
liability
under certain
circumstances
as allowed by
Delaware law



                              Votes For           Votes Against           Abstentions
Ratification of the
appointment of               125,216,393             675,495                32,077
PricewaterhouseCoopers
LLP



                    Votes For       Votes Against       Abstentions      Broker Non-Votes
Amendment and
restatement of
the 2013           122,964,709        1,063,551            41,435           1,854,270
Omnibus
Incentive Plan



                    Votes For       Votes Against       Abstentions      Broker Non-Votes
Stockholder
proposal
regarding the
Company's          14,386,418        109,531,355          151,922           1,854,270
greenhouse gas
emission
reduction
targets



                    Votes For       Votes Against       Abstentions      Broker Non-Votes
Stockholder
proposal
regarding the
preparation of
a report on        11,777,467        112,174,807          117,421           1,854,270
reducing
plastic
pollution of
the oceans

In light of the results of the advisory vote on the frequency with which to hold the advisory vote on executive compensation, the Board of the Company has determined that the Company will hold the advisory vote on executive compensation every three years.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                    Description

 3.1          Certificate of Amendment to the Company's Amended and Restated
            Certificate of Incorporation.

10.1          Westlake Corporation's 2013 Omnibus Incentive Plan (as amended and
            restated effective as of May 11, 2023) (incorporated by reference to
            Appendix B of the Company's Definitive Proxy Statement on Schedule 14A
            filed on March 31, 2023, File No. 001-32260).

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL.

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