neu-8k_20190425.htm

 

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): April 25, 2019

 

NewMarket Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Virginia

 

1-32190

 

20-0812170

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

330 South Fourth Street, Richmond,
Virginia

 

23219

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (804) 788-5000

Not Applicable

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))

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 5.07

Submission of Matters to a Vote of Security Holders.

On April 25, 2019, NewMarket Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders. The proposals listed below were submitted to a vote of shareholders, and are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 13, 2019. The results are as follows:

1.    The shareholders elected each of the Company’s seven nominees to serve on its Board of Directors for the ensuing year, as set forth below:

 

Director

 

Affirmative

Votes

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-

Votes

 

Phyllis L. Cothran

 

 

9,542,200

 

 

 

393,002

 

 

 

6,725

 

 

 

685,324

 

Mark M. Gambill

 

 

9,036,470

 

 

 

898,647

 

 

 

6,810

 

 

 

685,324

 

Bruce C. Gottwald

 

 

9,875,558

 

 

 

59,513

 

 

 

6,856

 

 

 

685,324

 

Thomas E. Gottwald

 

 

9,818,849

 

 

 

116,588

 

 

 

6,490

 

 

 

685,324

 

Patrick D. Hanley

 

 

8,949,442

 

 

 

962,273

 

 

 

30,212

 

 

 

685,324

 

H. Hiter Harris, III

 

 

9,904,437

 

 

 

30,891

 

 

 

6,599

 

 

 

685,324

 

James E. Rogers

 

 

9,859,540

 

 

 

75,973

 

 

 

6,414

 

 

 

685,324

 

 

2.    The shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019, as set forth below:

 

Affirmative Votes

 

Votes Against

 

 

Abstentions

 

10,512,995

 

 

107,877

 

 

 

6,379

 

 

3.    The shareholders approved, on an advisory basis, the Company’s executive compensation program for its named executive officers disclosed in the Proxy Statement, as set forth below:

 

Affirmative Votes

 

Votes Against

 

Abstentions

 

Broker Non-

Votes

9,831,044

 

87,023

 

23,860

 

685,324

 

Item 8.01

Other Events.

On April 25, 2019 NewMarket Corporation (the "Company") issued a press release reporting that the Company’s Board of Directors had declared a dividend of $1.75 per share of the Company’s common stock, payable on July 1, 2019 to the Company’s shareholders of record as of June 17, 2019. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

 

99.1

 

Press release regarding the quarterly dividend issued by the Company on April 25, 2019.

 


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.

 

 

 

NewMarket Corporation

 

 

 

 

 

April 25, 2019

 

By:

 

/s/ Brian D. Paliotti

 

 

Name:

 

Brian D. Paliotti

 

 

Title:

 

Vice President and Chief Financial Officer