UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 28, 2022, NewMarket Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders. The proposals listed below were submitted to a vote of shareholders and are described in the Company’s Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 11, 2022. The results are as follows:
1. The shareholders elected each of the Company’s seven (7) 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 |
||||||||||||
| Mark M. Gambill |
8,069,680 | 651,008 | 28,349 | 1,040,334 | ||||||||||||
| Bruce C. Gottwald |
8,655,246 | 77,276 | 16,515 | 1,040,334 | ||||||||||||
| Thomas E. Gottwald |
8,560,464 | 172,729 | 15,844 | 1,040,334 | ||||||||||||
| Patrick D. Hanley |
8,452,283 | 280,305 | 16,449 | 1,040,334 | ||||||||||||
| H. Hiter Harris, III |
8,463,184 | 268,889 | 16,964 | 1,040,334 | ||||||||||||
| James E. Rogers |
8,414,072 | 318,313 | 16,652 | 1,040,334 | ||||||||||||
| Ting Xu |
8,677,267 | 54,388 | 17,382 | 1,040,334 | ||||||||||||
2. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022, as set forth below:
| Affirmative Votes |
Votes Against | Abstentions | ||
| 9,613,911 | 169,286 | 6,174 |
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 | |||
| 8,615,830 | 117,777 | 15,430 | 1,040,334 |
| Item 8.01 | Other Events. |
On April 28, 2022, NewMarket Corporation (the “Company”) issued a press release reporting that the Company’s Board of Directors had declared a dividend of $2.10 per share of the Company’s common stock, payable on July 1, 2022, to the Company’s shareholders of record as of June 15, 2022. 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.
| Exhibit 99.1 | Press release regarding the quarterly dividend issued by the Company on April 28, 2022 | |
| Exhibit 104 | Cover Page Interactive Data File (Embedded within the inline XBRL document) | |
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.
Date: April 28, 2022
| NewMarket Corporation | ||
| By: | /s/ Brian D. Paliotti | |
| Name: | Brian D. Paliotti | |
| Title: | Vice President and Chief Financial Officer | |
EXHIBIT 99.1
NEWMARKET CORPORATION DECLARES QUARTERLY DIVIDEND
Richmond, VA, April 28, 2022 - The Board of Directors of NewMarket Corporation (NYSE: NEU) declared a quarterly dividend in the amount of $2.10 per share on the common stock of the Corporation. The dividend is payable July 1, 2022 to NewMarket shareholders of record at the close of business on June 15, 2022.
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 additive packages to market-general additives, the NewMarket family of companies provides the world with the technology to make engines run smoother, machines last longer, and fuels burn cleaner.
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, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; sudden, sharp, or prolonged raw material price increases; competition from other manufacturers; current and future governmental regulations; the gain or loss of significant customers; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, wars, and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from future acquisitions, or our inability to successfully integrate future acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; 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 2021 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 arise 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
Document and Entity Information |
Apr. 28, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | NEWMARKET CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0001282637 |
| Document Type | 8-K |
| Document Period End Date | Apr. 28, 2022 |
| Entity Incorporation State Country Code | VA |
| Entity File Number | 1-32190 |
| Entity Tax Identification Number | 20-0812170 |
| Entity Address, Address Line One | 330 South Fourth Street |
| Entity Address, City or Town | Richmond |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 23219 |
| City Area Code | (804) |
| Local Phone Number | 788-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, without par value |
| Trading Symbol | NEU |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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