NewMarket Corporation (NYSE:NEU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 6, 2019, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of NewMarket Corporation (the “Company”), taking into consideration the Company’s achievements for 2019, approved the following bonus payments for the Company’s named executive officers:

The Compensation Committee also approved grants of restricted common stock (the “Performance Stock”) to the Company’s named executive officers (the “Participants”) effective February6, 2019 and as set forth below. The awards will be granted on February 27, 2019 (the “Award Date”) to the Company’s 2014 Incentive Compensation and Stock Plan (the “2014 Compensation Plan”). The Performance Stock awards will be governed by the 2014 Compensation Plan and the Form of Performance Stock Award Agreement, as described below:

Participants may earn between 50% and 50% of the shares of Performance Stock awarded. Each award of Performance Stock will vest only upon satisfaction of certain performance criteria, which shall be achieved only if the Company’s earnings per share for the fiscal year of the Company ending December31, 2023 is at least equal to the applicable performance targets. On the date the Compensation Committee certifies in writing that the applicable performance criteria have been achieved, an applicable Participant’s interest in all or a percentage of the Performance Stock then outstanding shall be transferable and nonforfeitable, subject to forfeiture in the event of the termination of the Participant’s employment with the Company (other than by reason of the Participant’s death, disability, or retirement). In the event of the Participant’s death or disability (as the term “Disability” is defined in the Form of Performance Stock Award Agreement), a portion of the Participant’s shares of Performance Stock shall be forfeited. In the event of the Participant’s retirement (as the term “Retirement” is defined in the Form of Performance Stock Award Agreement), a portion, or all, of the Participant’s shares of Performance Stock shall be forfeited, depending upon the date of the Participant’s retirement. The Performance Stock is also subject to clawback by any law, regulation, stock exchange listing standard or Company policy.

The above description of the Performance Stock does not purport to be complete and is qualified in its entirety by reference to the Form of Performance Stock Award Agreement, a copy of which is filed with this report as Exhibit 10.1 and which is incorporated herein by reference.

Item 5.02Financial Statements and Exhibits.

About NewMarket Corporation (NYSE:NEU)

NewMarket Corporation is a holding company. The Company is the parent company of Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), NewMarket Services Corporation (NewMarket Services) and NewMarket Development Corporation (NewMarket Development). It operates in petroleum additives segment, which is primarily represented by Afton. The tetraethyl lead (TEL) business of Ethyl is reflected in the All other category. Each of its subsidiaries manages its own assets and liabilities. Afton encompasses the petroleum additives business, while Ethyl represents the sale of TEL in North America and certain petroleum additives manufacturing operations. NewMarket Development manages the property that the Company owns in Richmond, Virginia consisting of approximately 60 acres. NewMarket Services provides various administrative services to NewMarket, Afton, Ethyl and NewMarket Development. It has operations in the United States, Canada, Europe, India and Latin America, among others.