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 10, 2016

 

 

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 10, 2016, 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 three proposals: (1) approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers; (2) election of the eleven nominees to the Board of Directors set forth in the 2016 Proxy Statement; and (3) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.

As of the record date for the Annual Meeting, March 11, 2016, there were 112,296,850 shares of common stock outstanding and entitled to vote, of which the holders of 104,664,428 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. 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

96,859,135

   2,215,145    313,826    5,274,322

2. 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

     98,858,550         529,556   

William H. Hernandez

     98,722,512         665,594   

Luther C. Kissam, IV

     98,857,667         530,439   

Douglas L. Maine

     98,760,338         627,768   

J. Kent Masters

     98,857,361         530,745   

James J. O’Brien

     98,844,300         543,806   

Barry W. Perry

     98,693,420         694,686   

John Sherman, Jr.

     98,558,765         829,341   

Gerald A. Steiner

     98,859,072         529,034   

Harriett Tee Taggart

     98,833,463         554,643   

Alejandro Wolff

     98,821,816         566,290   

There were 5,274,322 broker non-votes received for each nominee.

3. 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, 2016, was ratified by the shareholders by the votes set forth in the table below.

 

Voted For

  

Voted Against

  

Abstain

104,121,309

   288,359    252,760

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.


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 10, 2016     By:  

/s/ Karen G. Narwold

     

Senior Vice President, General Counsel, Corporate

& Government Affairs, and Corporate Secretary