(d) Effective as of July 23, 2019, the Board of Directors (the “Board”) of Albemarle Corporation (the “Company”) appointed Glenda J. Minor and Holly A. Van Deursen as independent members of the Board. In addition, Ms. Minor has been appointed to the Audit & Finance Committee and the Nominating and Governance Committee of the Board, and Ms. Van Deursen has been appointed to the Executive Compensation Committee and the Health, Safety and Environment Committee of the Board. With the appointments of Ms. Minor and Ms. Van Deursen, the Board consists of 13 directors.

In accordance with our non-employee director compensation program, Ms. Minor and Ms. Van Deursen will each receive an annual retainer of $100,000, payable quarterly and pro-rated for partial quarters, and an annual grant of stock equal to $130,000.

There is no arrangement or understanding with or between Ms. Minor or Ms. Van Deursen and any other persons to which either was selected as a director. Neither Ms. Minor nor Ms. Van Deursen is a party to any transactions set forth in Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointments is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On July 23, 2019, the Board amended Section 2 of Article II of the Company’s Amended and Restated Bylaws (the “Bylaws”) to increase the size of the Board from 11 to 13 directors, effective immediately. On July 23, 2019, the Board also amended the Company’s Corporate Governance Guidelines to reflect the increase in the size of the Board to 13 directors.

The foregoing description of the amendment to the Bylaws is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the text of the amendment to the Bylaws, which is attached hereto as Exhibit 3.1 and incorporated by reference herein. A complete copy of the Bylaws, as amended, will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. The Bylaws as in effect prior to this amendment are attached as Exhibit 3.2 to the Form 8‑K filed by the Company on May 12, 2017.

A complete copy of the Company’s Corporate Governance Guidelines as amended is posted on the Company’s Internet website (www.albemarle.com) in the “Investors — Corporate Governance — Governance Documents” section.

ALBEMARLE CORP Exhibit
EX-3.1 2 exh31bylawrevision.htm EXHIBIT 3.1 Exhibit Exhibit 3.1Exhibit 3.1 to Albemarle Corporation Current Report on Form 8-K Filed July 23,…
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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.