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

On February 2, 2021, the Board of Directors of Chase Corporation (the "Company") appointed Michael J. Bourque as Treasurer and Chief Financial Officer. Adam P. Chase, President and Chief Executive Officer, had served as interim Treasurer and Chief Financial Officer of the Company since January 15, 2021.

Mr. Bourque, age 57, was previously Chief Financial Officer of Keystone Dental, Inc., located in Burlington, MA, since April 2019. Prior to his time at Keystone, Mr. Bourque was employed at Analogic Corporation (NASDAQ:ALOG) since 2014, most recently as Senior Vice President, Chief Financial Officer and Treasurer. Mr. Bourque also served as Vice President Finance - Corporate Controller for Axcelis Technologies, Inc. (NASDAQ:ACLS) from 2011 to 2014.

In connection with his appointment, Mr. Bourque will receive an annual salary of $310,000 and will be eligible to participate in Chase Corporation's annual executive cash bonus program, with a target bonus of 60% of his pro rata salary, and its long term incentive equity program, with a targeted value of 60% of his pro rata salary (comprising performance shares representing a targeted 30% of his pro rata salary, as adjusted based on company performance and vesting two years after the end of the performance period; a restricted stock award representing 15% of his pro rata salary that vests August 31, 2023; and stock options representing 15% of his pro rata salary that vest in three equal allotments on August 31, 2021, 2022 and 2023, respectively). He will also receive other benefits, including health insurance, participation in the Company's retirement savings plans, life insurance and a monthly car allowance, on terms generally consistent with the benefits made available to the Company's executive officers in the past.

Mr. Bourque has no family relationships or transactions with related persons that would be required to be disclosed under applicable SEC regulations.

Mr. Bourque's offer letter is attached to this Current Report as Exhibit 10.1.

On February 2, 2021, the Board of Directors of Chase Corporation (the "Company") appointed Jeffery D. Haigh as Vice President, General Counsel and Corporate Secretary. Prior to this, George M. Hughes had served as the Company's Corporate Secretary in an administrative, non-employee, capacity. Mr. Haigh joined the Company as Vice President, General Counsel in July 2020. Prior to which Mr. Haigh worked in private practice from 2018 to 2020, and having worked at Clean Harbors, Inc. (NYSE:CLH) from 2008 to 2018, most recently as Senior Counsel.

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

The 2021 Annual Meeting of Shareholders of Chase Corporation was held on February 2, 2021. The following proposals were voted on at the 2021 Annual Meeting. Each proposal is more fully described in the Company's Definitive Proxy Statement for the 2021 Annual Meeting, as filed with the SEC on December 22, 2020.







                                       2



Proposal 1 - For the election of nominees for the Board of Directors.  The nine
nominees named in the Company's Definitive Proxy Statement were elected as
Directors, to serve until the 2022 Annual Meeting of Shareholders, with the
following votes:




Name of Director          In Favor      Votes Withheld     Broker Non-Votes
Adam P. Chase             8,109,785             33,110              538,727
Peter R. Chase            7,984,972            157,923              538,727
Mary Claire Chase         7,939,076            203,819              538,727
Thomas D. DeByle          8,118,245             24,650              538,727
John H. Derby III         8,057,870             85,025              538,727
Chad A. McDaniel          8,118,446             24,449              538,727
Dana Mohler-Faria         8,081,030             61,865              538,727
Joan Wallace-Benjamin     8,078,435             64,460              538,727
Thomas Wroe, Jr.          8,053,069             89,826              538,727

Proposal 2 - A non-binding, advisory vote to approve the executive compensation of our named executive officers. Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when making future decisions regarding the Company's executive compensation program. The proposal passed with the following votes:






In Favor      Votes Against     Abstentions   Broker Non-Votes
6,727,053         1,392,969          22,873            538,727

Proposal 3 - For the ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2021. The proposal passed with the following votes:






In Favor      Votes Against     Abstentions
8,671,119             2,165           8,338

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