-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTPb6zcMH5j2klVp+NuyOAIYWuSRBXUS1N7aQCK6JpbWysmX+sxm3S3o+j2lLyTd PTV/Tj1tM4J6gZtJwVCM6g== 0000950123-11-017580.txt : 20110224 0000950123-11-017580.hdr.sgml : 20110224 20110224100955 ACCESSION NUMBER: 0000950123-11-017580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110221 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110224 DATE AS OF CHANGE: 20110224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL Corp CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05263 FILM NUMBER: 11634483 BUSINESS ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 BUSINESS PHONE: 4409434200 MAIL ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 FORMER COMPANY: FORMER CONFORMED NAME: LUBRIZOL CORP DATE OF NAME CHANGE: 19920703 8-K 1 l41953e8vk.htm FORM 8-K e8vk
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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) February 21, 2011
THE LUBRIZOL CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-5263   34-0367600
 
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
29400 Lakeland Boulevard, Wickliffe, Ohio   44092-2298
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (440) 943-4200
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-99.1


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Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)   Effective February 21, 2011, the Board of Directors of The Lubrizol Corporation appointed N. Mohan Reddy, Ph.D., a director of the Company. Dr. Reddy will stand for election by shareholders at the 2011 Annual Meeting for a one-year term and will serve on the Nominating and Governance Committee and the Organization and Compensation Committee.
 
    There is no arrangement pursuant to which Dr. Reddy was selected as a director, and there are no related person transactions between The Lubrizol Corporation and Dr. Reddy that are reportable under Item 404(a) of Regulation S-K.
 
    Dr. Reddy will participate in Lubrizol’s standard compensation arrangements and plans for non-employee directors described in The Lubrizol Corporation Proxy Statement dated March 17, 2010, including The Lubrizol Corporation Deferred Compensation Plan for Directors. As with all of Lubrizol’s non-employee directors, Lubrizol will enter into an indemnification agreement with Dr. Reddy pursuant to which he is entitled to indemnification and advancement of expenses to the maximum extent provided by Ohio law if he is, or is threatened to be made, a party to a proceeding by reason of his status as a director of Lubrizol.
 
    In connection with his appointment, Dr. Reddy received a grant of 152 restricted stock units under The Lubrizol Corporation 2010 Stock Incentive Plan, which represents a pro-rata amount of the restricted stock unit award automatically granted to independent directors each Annual Meeting of Shareholders. This award will vest on the date of the 2011 Annual Meeting of Shareholders.
 
    A copy of the press release announcing Dr. Reddy’s appointment is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed herewith:
         
  99.1    
The Lubrizol Corporation press release dated February 24, 2011.

2


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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.
         
  THE LUBRIZOL CORPORATION
 
 
Date: February 24, 2011  By:   /s/ Leslie M. Reynolds    
    Name:   Leslie M. Reynolds   
    Title:   Corporate Secretary and Counsel   

3

EX-99.1 2 l41953exv99w1.htm EX-99.1 exv99w1
         
EXHIBIT 99.1
(LUBRIZOL LOGO)
The Lubrizol Corporation
29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298
News Release
FOR RELEASE:   Immediately
           
FROM:
  Financial/Investor Contact   Media Contact  
 
         
 
  Mark Sutherland
440/347-1206
Web Site: www.lubrizol.com
  Julie Young
440/347-4432
 
N. Mohan Reddy Joins Lubrizol Board of Directors
CLEVELAND, February 24, 2011 — The Lubrizol Corporation (NYSE:LZ) announces today that N. Mohan Reddy, Ph.D., has been appointed to its board of directors. Dr. Reddy’s appointment represents an addition to the board, bringing the total to 11 members.
Dr. Reddy, 57, is the Dean and Albert J. Weatherhead III Professor of Management of the Weatherhead School of Management at Case Western Reserve University, where he began his career in academia 25 years ago. His interests are focused in the areas of new product development, distribution channel management and social enterprise. His work on institutional infrastructure and mechanisms, which led to successful commercialization of technology, has been published in a range of American and European journals. As a part of his research and teaching activities, Dr. Reddy has worked with the International Standards Organization (ISO), Organization for Economic Cooperation & Development (OECD), European Standards Organization and a wide range of industrial firms in the United States, Europe and Southeast Asia.
Dr. Reddy serves on the board of directors for Brush Engineered Materials and Medworks, as well as on the board of advisors to Dealer Tire. He has served as a board member of Smith Industries, Keithley Instruments, JumpStart and Manufacturing Advocacy and Growth Network (MAGNET).
Dr. Reddy is a native of India and holds a B.S.E.E. from the University of Mysore, India and an MBA and Ph.D. from Case Western Reserve University.
“Dr. Reddy’s extensive knowledge of material sciences and global business strategy coupled with his board and governance experience will be a valuable asset to our board as we build our leadership position as a global specialty chemical company,” commented James L. Hambrick, Lubrizol’s chairman, president and chief executive officer. “The board and I welcome Dr. Reddy and are confident that his contributions will support our goals of driving top-line and earnings growth.”
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(LUBRIZOL LOGO)
About The Lubrizol Corporation
The Lubrizol Corporation (NYSE: LZ) is an innovative specialty chemical company that produces and supplies technologies to customers in the global transportation, industrial and consumer markets. These technologies include lubricant additives for engine oils, other transportation-related fluids and industrial lubricants, as well as fuel additives for gasoline and diesel fuel. In addition, Lubrizol makes ingredients and additives for personal care products and pharmaceuticals; specialty materials, including plastics technology and performance coatings in the form of specialty resins and additives. Lubrizol’s industry-leading technologies in additives, ingredients and compounds enhance the quality, performance and value of customers’ products, while reducing their environmental impact.
With headquarters in Wickliffe, Ohio, The Lubrizol Corporation owns and operates manufacturing facilities in 17 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has approximately 6,900 employees worldwide. Revenues for 2010 were $5.4 billion. For more information, visit www.lubrizol.com.
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