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 28, 2016
NEWMARKET CORPORATION
(Exact name of registrant as specified in its charter)
Commission File No. 1-32190
| Virginia | 20-0812170 | |
| (State or other jurisdiction of incorporation) | (IRS 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
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 28, 2016 NewMarket Corporation (the “Company”) held its 2016 Annual Meeting of Shareholders. The proposals listed below were submitted to a vote of shareholders, and are described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 14, 2016. The results are as follows:
1. 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 |
10,011,847 | 246,596 | 4,409 | 819,669 | ||||
| Mark M. Gambill |
10,177,487 | 82,992 | 2,373 | 819,669 | ||||
| Bruce C. Gottwald |
10,036,878 | 220,702 | 5,272 | 819,669 | ||||
| Thomas E. Gottwald |
10,174,150 | 78,034 | 10,668 | 819,669 | ||||
| Patrick D. Hanley |
10,153,397 | 103,588 | 5,867 | 819,669 | ||||
| H. Hiter Harris, III |
10,176,598 | 83,554 | 2,700 | 819,669 | ||||
| James E. Rogers |
10,211,317 | 48,947 | 2,588 | 819,669 |
2. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2016, as set forth below:
| Affirmative Votes |
Votes Against |
Abstentions | ||
| 10,896,770 | 168,521 | 17,230 |
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 | |||
| 10,109,691 | 133,280 | 19,881 | 819,669 |
Item 8.01. Other Events
On April 28, 2016, the Company issued a press release reporting that the Company’s Board of Directors had declared a dividend of $1.60 per share of the Company’s common stock, payable on July 1, 2016 to the Company’s shareholders of record as of June 15, 2016. 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 28, 2016. |
SIGNATURE
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.
Date: April 29, 2016
| NEWMARKET CORPORATION | ||
| By: |
/s/ Brian D. Paliotti | |
| Brian D. Paliotti | ||
| Vice President and Chief Financial Officer | ||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release regarding the quarterly dividend issued by the Company on April 28, 2016. | |
Exhibit 99.1
NEWMARKET CORPORATION DECLARES QUARTERLY DIVIDEND
Richmond, VA, April 28, 2016 - The Board of Directors of NewMarket Corporation (NYSE:NEU) declared a quarterly dividend in the amount of $1.60 per share on the common stock of the Corporation. The dividend is payable July 1, 2016 to NewMarket shareholders of record at the close of business on June 15, 2016.
NewMarket Corporation through its subsidiaries, Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated chemical blends to market-general additive components, the NewMarket family of companies provides the world with the technology to make fuels burn cleaner, engines run smoother and machines last longer.
Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.
Factors that could cause actual results to differ materially from expectations include, but are not limited to, availability of raw materials and distribution systems; disruptions at manufacturing facilities, including single-sourced facilities; ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; failure to attract and retain a highly-qualified workforce; hazards common to chemical businesses; competition from other manufacturers; sudden or sharp raw material price increases; gain or loss of significant customers; occurrence or threat of extraordinary events including natural disasters and terrorist attacks; risks related to operating outside of the United States; the impact of fluctuations in foreign exchange rates; an information technology system failure; political, economic, and regulatory factors concerning our products; future governmental regulation; resolution of environmental liabilities or legal proceedings; inability to complete future acquisitions or successfully integrate future acquisitions into our business and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A, “Risk Factors” of our 2015 annual report on Form 10-K, which is available to shareholders upon request.
You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect the company. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.
FOR INVESTOR INFORMATION CONTACT:
Brian D. Paliotti
Investor Relations
Phone: 804.788.5555
Fax: 804.788.5688
Email: investorrelations@newmarket.com