0001193125-15-175014.txt : 20150507 0001193125-15-175014.hdr.sgml : 20150507 20150506183752 ACCESSION NUMBER: 0001193125-15-175014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150505 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150507 DATE AS OF CHANGE: 20150506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBEMARLE CORP CENTRAL INDEX KEY: 0000915913 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 541692118 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12658 FILM NUMBER: 15838769 BUSINESS ADDRESS: STREET 1: 451 FLORIDA STREET CITY: BATON ROUGE STATE: LA ZIP: 70801 BUSINESS PHONE: 2253888011 MAIL ADDRESS: STREET 1: 451 FLORIDA STREET CITY: BATON ROUGE STATE: LA ZIP: 70801 FORMER COMPANY: FORMER CONFORMED NAME: ECHEM INC DATE OF NAME CHANGE: 19931208 8-K 1 d921730d8k.htm FORM 8-K Form 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 5, 2015

 

 

ALBEMARLE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia   001-12658   54-1692118

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

451 Florida Street, Baton Rouge, Louisiana 70801

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (225) 388-8011

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))

 

 

 

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

On May 5, 2015, Albemarle Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). During the Annual Meeting, shareholders of the Company were asked to consider and vote upon four proposals: (1) election of the eleven nominees to the Board of Directors set forth in the 2015 Proxy Statement; (2) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; (3) re-approval of the performance measures under the Albemarle Corporation 2008 Incentive Plan, as amended and restated April 20, 2010; and (4) approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers.

As of the record date for the Annual Meeting, March 10, 2015, there were 112,179,867 shares of common stock outstanding and entitled to vote, of which the holders of 102,069,644 shares of common stock were represented in person or by proxy at the Annual Meeting. For each proposal, the results of the shareholder voting were as follows:

1. Election of directors. All of the director nominees were elected to serve for a term which expires at the annual meeting of shareholders in 2016, by the votes set forth in the table below.

 

Nominee

    Voted For      Withheld  

Jim W. Nokes

      94,479,585         1,314,412   

William H. Hernandez

      94,457,095         1,336,902   

Luther C. Kissam, IV

      91,833,997         3,960,000   

Douglas L. Maine

      94,484,235         1,309,762   

J. Kent Masters

      94,312,107         1,481,890   

James J. O’Brien

      94,427,975         1,366,022   

Barry W. Perry

      94,181,646         1,612,351   

John Sherman, Jr.

      93,764,523         2,029,474   

Gerald A. Steiner

      94,478,730         1,315,267   

Harriett Tee Taggart

      93,946,762         1,847,235   

Alejandro Wolff

      94,445,605         1,348,392   

There were 6,275,647 broker non-votes received for each nominee.

2. Ratification of appointment of independent registered public accounting firm. The appointment of PricewaterhouseCoopers LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, was ratified by the shareholders by the votes set forth in the table below.

 

Voted For

  

Voted Against

  

Abstain

101,223,678   799,823   46,143

The proposal to ratify the appointment of PricewaterhouseCoopers LLC was a routine matter and, therefore, there were no broker non-votes relating to this matter.

3. Re-approval of performance measures. The re-approval of the performance measures under the Albemarle Corporation 2008 Incentive Plan, as amended and restated April 20, 2010, were approved by the shareholders by the votes set forth in the table below.

 

Voted For

  

Voted Against

  

Abstain

  

Broker Non-Votes

92,531,269

   3,152,499   110,229   6,275,647

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

 

Voted For

  

Voted Against

  

Abstain

  

Broker Non-Votes

63,139,332

   32,194,329   460,336   6,275,647

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

ALBEMARLE CORPORATION
Date: May 6, 2015 By:

/s/ Karen G. Narwold

Senior Vice President, General Counsel, Corporate

& Government Affairs, and Corporate Secretary