Current Report Filing (8-k)
April 24 2020 - 5:07PM
Edgar (US Regulatory)
NEWMARKET CORP false 0001282637 0001282637 2020-04-23 2020-04-23
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): April 23, 2020
NEWMARKET CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia
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1-32190
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20-0812170
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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330 South Fourth Street,
Richmond, Virginia
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23219
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (804) 788-5000
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, without par value
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NEU
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On April 23, 2020, NewMarket Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders. The proposals listed below were submitted to a vote of shareholders, and are described in the Company’s definitive Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 11, 2020. The results are as follows:
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1.
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The shareholders elected each of the Company’s seven (7) nominees to serve on its Board of Directors for the ensuing year, as set forth below:
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Director
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Affirmative Votes
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Votes Against
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Abstentions
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Broker Non-Votes
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Phyllis L. Cothran
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9,085,846
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414,669
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5,270
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860,353
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Mark M. Gambill
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8,606,954
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894,198
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4,633
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860,353
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Bruce C. Gottwald
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9,421,185
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79,846
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4,754
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860,353
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Thomas E. Gottwald
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9,322,217
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178,529
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5,039
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860,353
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Patrick D. Hanley
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8,271,147
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1,192,157
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42,481
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860,353
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H. Hiter Harris, III
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9,453,813
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46,401
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5,571
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860,353
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James E. Rogers
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9,247,932
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252,444
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5,409
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860,353
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2.
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The shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent public accounting firm for the fiscal year ending December 31, 2020, as set forth below:
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Affirmative Votes
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Votes Against
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Abstentions
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10,245,019
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113,656
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7,463
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3.
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The shareholders approved, on an advisory basis, the Company’s executive compensation program for its named executive officers disclosed in the Proxy Statement, as set forth below:
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Affirmative Votes
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Votes Against
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Abstentions
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Broker Non-Votes
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9,429,066
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61,970
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14,749
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860,353
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit 104
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Cover Page Interactive Data File (Embedded within the inline XBRL document).
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SIGNATURE
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.
Date: April 24, 2020
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NEWMARKET CORPORATION
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By:
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/s/ Brian D. Paliotti
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Brian D. Paliotti
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Vice President and Chief Financial Officer
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