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EX-3.2 - EX-3.2 - ALBEMARLE CORPd586786dex32.htm
EX-3.1 - EX-3.1 - ALBEMARLE CORPd586786dex31.htm

 

 

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 12, 2017

 

 

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)

4350 Congress Street, Suite 700, Charlotte, North Carolina 28209

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (980) 299-5700

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))

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of May 12, 2017, stockholders of Albemarle Corporation (the “Company”) approved the Albemarle Corporation 2017 Incentive Plan (the “Plan”), the Company’s new incentive plan, which was approved by the Company’s Board of Directors on February 23, 2017, subject to stockholder approval. A summary of the material features of the Plan was set forth in the 2017 Proxy Statement and the Plan was included in its entirety as Appendix A to the 2017 Proxy Statement. The description of the Plan and the Plan itself are incorporated herein by reference.

 

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

Effective as of May 12, 2017, stockholders of the Company approved an amendment to Article IV, Section A.2.(b) of the Amended and Restated Articles of Incorporation of the Company to remove the requirement that directors be elected by a plurality vote. Effective as of the same date, the Board of Directors of the Company amended Section 6 of Article I and Section 3 of Article II of the Company’s Amended and Restated Bylaws to change the director voting standard from a plurality standard to a majority vote in uncontested elections. The Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, each of which are incorporated herein by reference.

 

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

On May 12, 2017, the Company held its Annual Meeting. During this meeting, stockholders of the Company were asked to consider and vote upon six proposals: (1) approval of the non-binding advisory resolution approving the compensation of the Company’s named executive officers; (2) an advisory vote on how often stockholders will vote on the compensation of the Company’s named executive officers; (3) election the ten nominees set forth in the 2017 Proxy Statement to the Board of Directors; (4) approval of the Albemarle Corporation 2017 Incentive Plan; (5) approval of the amendment to the Company’s Amended and Restated Articles of Incorporation; and (6) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

As of the record date for the Annual Meeting, March 13, 2017, there were 110,751,101 shares of common stock outstanding and entitled to vote, of which the holders of 95,761,172 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 stockholders 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
  86,841,474     2,570,547   202,395   6,146,756

2. Frequency of periodic advisory votes on executive compensation. The stockholders voted upon a non-binding advisory proposal as to the frequency with which the non-binding shareholder vote to approve the compensation of the Company’s named executive officers should be conducted as set forth in the table below.

 

1 Year     2 Year   3 Year   Abstain   Broker Non-Votes
  82,029,026     88,964   7,310,022   186,404   6,146,756

Based on these results, the Company’s Board of Directors has determined to hold its advisory vote on the compensation of named executive officers annually until the next frequency vote. A frequency vote is required to be held at least once every six years.

3. Election of directors. All of the nominees for directors were elected to serve for a term which expires at the annual meeting of stockholders in 2018, by the votes set forth in the table below.

 

Nominee    Voted For      Withheld  

William H. Hernandez

     88,909,655        704,761  

Luther C. Kissam IV

     87,206,721        2,407,695  

Douglas L. Maine

     89,328,747        285,669  

J. Kent Masters

     89,225,120        389,296  

Jim W. Nokes

     89,327,510        286,906  

James J. O’Brien

     87,511,729        2,102,687  

Barry W. Perry

     89,146,932        467,484  

Gerald A. Steiner

     89,316,837        297,579  

Harriett Tee Taggart

     89,275,837        338,579  

Alejandro Wolff

     89,309,249        305,167  

There were 6,146,756 Broker Non-Votes received for each nominee.

4. Approval of the Albemarle Corporation 2017 Incentive Plan. The stockholders approved the Albemarle Corporation 2017 Incentive Plan by the votes set forth in the table below.

 

Voted For     Voted Against   Abstain   Broker Non-Votes
  86,087,164     3,436,333   90,919   6,146,756


5. Approval of the Amendment to the Articles of Incorporation. The stockholders approved the amendment of the Company’s Articles of Incorporation by the votes set forth in the table below.

 

Voted For     Voted Against   Abstain   Broker Non-Votes
  89,207,506     240,000   166,910   6,146,756

6. Ratification of appointment of independent registered public accounting firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified by the stockholders by the votes set forth in the table below.

 

Voted For     Voted Against   Abstain
  94,763,031     882,115   116,026

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

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

3.1    Amended and Restated Articles of Incorporation
3.2    Amended and Restated Bylaws


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 12, 2017     By:  

/s/ Karen G. Narwold

      Executive Vice President, Chief Administrative Officer and Corporate Secretary


EXHIBIT INDEX

 

Exhibit

Number

  

Description

3.1    Amended and Restated Articles of Incorporation
3.2    Amended and Restated Bylaws