8-K

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): May 7, 2024

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ALBEMARLE CORPORATION

(Exact name of registrant as specified in charter)

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Virginia	001-12658	54-1692118
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4250 Congress Street, Suite 900

Charlotte, North Carolina 28209

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (980) 299-5700

Not applicable

(Former name or former address, if changed since last report.)

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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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
COMMON STOCK, $.01 Par Value	ALB	New York Stock Exchange
DEPOSITARY SHARES, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock	ALB PR A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 9, 2024, Albemarle Corporation (the “Company”) filed Articles of Amendment with the State Corporation Commission of the Commonwealth of Virginia (the “SCC”) to amend the Company’s Amended and Restated Articles of Incorporation (the “Charter”) to increase the number of authorized shares of common stock, $0.01 par value per share, from 150,000,000 to 275,000,000 (the “Charter Amendment”). The Charter Amendment became effective May 10, 2024, upon issuance of a certificate of amendment by the SCC. The Articles of Amendment are filed as Exhibit 3.1 hereto.

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

On May 7, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the proposals listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in the definitive proxy statement filed by the Company on March 26, 2024 (the “Proxy Statement”). The voting results for each proposal are set forth below.

As of the record date for the Annual Meeting, March 12, 2024, there were 117,524,680 shares of common stock outstanding and entitled to vote, of which the holders of 94,442,418 shares of common stock were represented in person or by proxy at the Annual Meeting.

Proposal 1. Election of directors. The shareholders elected all of the nominees for director to serve for a term expiring at the annual meeting of shareholders in 2025 by the votes set forth in the table below.

Nominees	Voted For	Voted Against	Abstain	Broker Non-Votes
M. Lauren Brlas	77,641,151	2,675,553	207,833	13,917,881
Ralf H. Cramer	78,954,773	1,351,981	217,783	13,917,881
J. Kent Masters, Jr.	75,432,141	4,366,046	726,350	13,917,881
Glenda J. Minor	79,130,346	1,182,772	211,419	13,917,881
James J. O’Brien	70,815,994	9,437,371	271,172	13,917,881
Diarmuid B. O'Connell	77,903,322	2,402,131	219,084	13,917,881
Dean L. Seavers	77,441,980	2,867,925	214,632	13,917,881
Gerald A. Steiner	78,635,212	1,705,580	183,745	13,917,881
Holly A. Van Deursen	78,512,849	1,833,166	178,522	13,917,881
Alejandro D. Wolff	76,360,364	3,948,431	215,742	13,917,881

Proposal 2. Advisory vote on executive compensation. The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, by the votes set forth in the table below.

Voted For	Voted Against	Abstain	Broker Non-Votes
67,682,378	11,136,388	1,705,771	13,917,881

Proposal 3. Charter Amendment to increase the number of authorized shares of common stock. The shareholders approved the Charter Amendment to increase the Company’s number of authorized shares of common stock by the votes set forth in the table below.

Voted For	Voted Against	Abstain	Broker Non-Votes
88,786,666	5,369,507	286,245	N/A

Proposal 4. Ratification of appointment of independent registered public accounting firm. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by the votes set forth in the table below.

Voted For	Voted Against	Abstain	Broker Non-Votes
86,248,537	7,754,186	439,695	N/A

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Exhibit
3.1	Articles of Amendment to amend Albemarle Corporation’s Amended and Restated Articles of Incorporation.
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.

	ALBEMARLE CORPORATION
Date: May 10, 2024	By:	/s/ Kristin M. Coleman
		Kristin M. Coleman
		Executive Vice President, General Counsel and Corporate Secretary

EX-3.1

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

ALBEMARLE CORPORATION

1.    Name of Corporation. The name of the Corporation is Albemarle Corporation.

2.    Text of Amendment. The first sentence of Article IV of the Corporation’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) is hereby deleted and replaced in its entirety by the following:

“The Corporation shall have authority to issue 275,000,000 shares of Common Stock, par value $.01 per share, and 15,000,000 shares of Preferred Stock.”

3.    Date of Adoption. The foregoing amendment was adopted by the Board of Directors on March 8, 2024 and by the shareholders on May 7, 2024.

4.    Adoption. The foregoing amendment was proposed by the Board of Directors and submitted to the shareholders in accordance with the provisions of Title 13.1, Chapter 9, Article 11, Section 707 of the Code of Virginia, and:

(a)    The designation, number of outstanding shares, and number of votes to be cast by each voting group entitled to vote separately on the amendment were:

Designation	Number of Outstanding Shares	Number of Votes
Common Stock	117,524,680	117,524,680

(b)    The total number of votes cast for, against and abstain, the amendment by each voting group entitled to vote separately on the amendment was:

Designation	Total Votes For	Total Votes AgainstTotal Votes Abstain
Common Stock	88,786,666	5,369,507        286,245

(c)    And the number of votes cast for the amendment by the voting group was sufficient for approval by the voting group.

5.    Effective Date and Time. Pursuant to Section 13.1-606 of the Act, the effective time and date of these Articles of Amendment shall be 9:15 a.m. Eastern Time on May 10, 2024.

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by its authorized officer on May 8, 2024.

ALBEMARLE CORPORATION

    By: /s/Stefanie M. Holland                

     Name: Stefanie M. Holland            

Title: Vice President, Deputy General Counsel, Corporate and Assistant Secretary
SCC ID: 04186268

XML

Cover Document	May 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 07, 2024
Entity Registrant Name	ALBEMARLE CORPORATION
Entity Incorporation, State or Country Code	VA
Entity File Number	001-12658
Entity Tax Identification Number	54-1692118
Entity Address, Address Line One	4250 Congress Street, Suite 900
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28209
City Area Code	980
Local Phone Number	299-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000915913
Document Information [Line Items]
Current Fiscal Year End Date	--12-31
Common Stock
Cover [Abstract]
Title of 12(b) Security	COMMON STOCK, $.01 Par Value
Trading Symbol	ALB
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	COMMON STOCK, $.01 Par Value
Trading Symbol	ALB
Security Exchange Name	NYSE
Series A Preferred Stock
Cover [Abstract]
Title of 12(b) Security	DEPOSITARY SHARES, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock
Trading Symbol	ALB PR A
Security Exchange Name	NYSE
Document Information [Line Items]
Title of 12(b) Security	DEPOSITARY SHARES, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock
Trading Symbol	ALB PR A
Security Exchange Name	NYSE