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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): May 7, 2024
_________________________________
ALBEMARLE CORPORATION
(Exact name of registrant as specified in charter)
_________________________________
| | | | | | | | | | | | | | |
| 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.)
_________________________________
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).
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 | | |
| 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 |
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 Against Total 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