ALBEMARLE CORPORATION (NYSE:ALB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of May12, 2017, stockholders of Albemarle
Corporation (the Company) approved the Albemarle Corporation 2017
Incentive Plan (the Plan), the Companys new incentive plan, which
was approved by the Companys Board of Directors on February23,
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.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective as of May12, 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 Section6 of Article I and Section3 of Article II
of the Companys Amended and Restated Bylaws to change the
director voting standard from a plurality standard to a majority
vote in uncontested elections. The Companys 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.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
On May12, 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 Companys named
executive officers; (2)an advisory vote on how often stockholders
will vote on the compensation of the Companys 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 Companys Amended and Restated Articles of
Incorporation; and (6)ratification of the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017.
As of the record date for the Annual Meeting, March13, 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 Companys named executive officers by the
votes set forth in the table below.
| Voted For | VotedAgainst | Abstain | BrokerNon-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 Companys named executive
officers should be conducted as set forth in the table
below.
| 1 Year | 2 Year | 3 Year | Abstain | BrokerNon-Votes | ||||||
| 82,029,026 | 88,964 | 7,310,022 | 186,404 | 6,146,756 |
Based on these
results, the Companys 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 | VotedFor | 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. OBrien |
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 | VotedAgainst | Abstain | BrokerNon-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 Companys Articles of Incorporation by the votes set forth
in the table below.
| Voted For | VotedAgainst | Abstain | BrokerNon-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 Companys independent registered
public accounting firm for the fiscal year ending December31,
2017 was ratified by the stockholders by the votes set forth in
the table below.
| Voted For | VotedAgainst | 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.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 3.1 | Amended and Restated Articles of Incorporation | |
| 3.2 | Amended and Restated Bylaws |
About ALBEMARLE CORPORATION (NYSE:ALB)
Albemarle Corporation is a developer, manufacturer and marketer of specialty chemicals across a range of end markets, including the petroleum refining, consumer electronics, energy storage, construction, automotive, steel and aerospace, lubricants, pharmaceuticals, crop protection, household appliances, heating, ventilation, aluminum finishing, food safety and custom chemistry services. The Company operates through the segments, including Performance Chemicals and Refining Solutions. The Company’s Performance Chemicals segment consists of product categories, including Lithium, Performance Catalyst Solutions and Bromine. The Company’s Lithium business develops advanced materials for a range of industries and end markets. The Company’s main product lines in the Refining Solutions segment are Clean Fuels Technologies, which is composed of hydroprocessing catalysts (HPC), and Heavy Oil Upgrading (HOU), which is composed of fluidized catalytic cracking (FCC) catalysts and additives. ALBEMARLE CORPORATION (NYSE:ALB) Recent Trading Information
ALBEMARLE CORPORATION (NYSE:ALB) closed its last trading session down -0.36 at 110.38 with 548,953 shares trading hands.