Form 8-K

 

 

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): July 13, 2011

 

 

ALBEMARLE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia   001-12658   54-1692118

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

451 Florida Street, Baton Rouge, Louisiana 70801

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (225) 388-8011

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:

 

¨ 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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 13, 2011, the Board of Directors of Albemarle Corporation (the “Company”) appointed Luther C. Kissam IV, the President of the Company, to serve as the Chief Executive Officer, effective September 1, 2011. Mr. Kissam, age 46, was named President in March 2010. Mr. Kissam served as Executive Vice President, Manufacturing and Law, and Secretary from May 2009 to March 2010 and as Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 to May 2009. Mr. Kissam joined the Company in September 2003 as Vice President, General Counsel and Secretary and, in December 2005, was promoted to Senior Vice President, General Counsel and Secretary. Mark C. Rohr, the Company’s current Chief Executive Officer and Chairman of the Board, will continue to serve as the Company’s executive Chairman of the Board after Mr. Kissam begins his term as Chief Executive Officer.

A copy of the press release issued on July 18, 2011 announcing Mr. Kissam’s appointment is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Mr. Kissam’s compensation will continue as previously disclosed, except as set forth below. The Executive Compensation Committee (the “Committee”) of the Board of Directors authorized an increase to his base salary to $800,000, effective September 1, 2011. Pursuant to the Albemarle Corporation 2008 Incentive Plan (the “2008 Incentive Plan”), Mr. Kissam is eligible to receive an annual cash incentive payment of zero to two times a target percentage of his base salary for achieving target performance levels under company-wide metrics; plus, based on specific individual performance goals, an additional amount may be earned up to the set maximum potential bonus. The target percentage of base salary for Mr. Kissam will be increased to 100% for 2012 and proportionately (from his current level to 100%) for 2011, effective September 1, 2011.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    Press release, dated July 18, 2011


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: July 18, 2011

 

ALBEMARLE CORPORATION
By:  

/s/ Karen G. Narwold

  Karen G. Narwold
  Senior Vice President, General Counsel and Corporate Secretary
Press Release

Exhibit 99.1

LOGO

For Release: July 18, 2011

ALBEMARLE BOARD OF DIRECTORS ELECTS LUKE KISSAM CEO

BATON ROUGE, LA — July 18, 2011 – Albemarle Corporation (NYSE: ALB) announced today the promotion of Luther C. Kissam to the position of Chief Executive Officer, effective September 1, 2011. Mr. Kissam joined Albemarle in September 2003 as Vice President, General Counsel and Corporate Secretary and served as Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 until his promotion to President in March 2010. Prior to joining Albemarle, Mr. Kissam served as Vice President, General Counsel and Secretary of Merisant Company, having previously served as Associate General Counsel of Monsanto Company.

Albemarle Chairman and Chief Executive Officer Mark C. Rohr said, “Luke has demonstrated broad leadership capability in his various roles at Albemarle. He led Albemarle’s restructuring efforts during the recent recession, positioning the Company to recover faster than most while also expanding margins. He has been a driving force in our efforts to establish strategic commercial initiatives, and has been instrumental in our overall efforts to merge commercial opportunities and innovative chemistry.” Rohr went on to add, “Luke is a great team player, a strong supporter of our globalization efforts and is devoted to the development of our resources across the organization. These capabilities uniquely position him to lead Albemarle to realize its Vision 2015.”

Mr. Rohr, who has served as Chief Executive Officer since 2002 and Chairman since 2008, will continue as executive Chairman of the Albemarle Board of Directors. John Sherman Jr., Albemarle’s lead independent director, said, “On behalf of the Board of Directors, we extend our congratulations to Luke and a heartfelt thank you to Mark Rohr. Mark’s leadership for over 10 years has been extraordinary with regard to strategy and people and in the creation of shareholder wealth. We look forward to continuing to work with Mark as Chairman of Albemarle.”

Mr. Kissam said about his new role, “I am honored to take on the role of CEO at Albemarle and lead our 4,000 plus employees around the globe as we work hard to build upon our successes of the last decade and continue to deliver sustainable value to our stakeholders. We have an exceptional leadership team in place, and I look forward to continuing our mission of delivering Albemarle’s Vision 2015.”

 

Albemarle Corporation

451 Florida Street

Baton Rouge, Louisiana, USA

  1


LOGO

About Albemarle

Albemarle Corporation, headquartered in Baton Rouge, Louisiana, is a leading global developer, manufacturer, and marketer of highly-engineered specialty chemicals for consumer electronics, petroleum refining, utilities, packaging, construction, automotive/transportation, pharmaceuticals, crop protection, food-safety and custom chemistry services. The Company is committed to global sustainability and is advancing its eco-practices and solutions in its three business segments, Polymer Solutions, Catalysts and Fine Chemistry. Corporate Responsibility Magazine selected Albemarle to its prestigious “100 Best Corporate Citizens” list for 2010 and 2011. Albemarle employs approximately 4,000 people and serves customers in approximately 100 countries. Albemarle regularly posts information to www.albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, Regulation G reconciliations, SEC filings, and other information regarding the Company, its businesses and the markets we serve.

Media Contact: Ashley Mendoza, (225) 388-7137, Ashley.Mendoza@albemarle.com Investor Relations Contact: Lorin Crenshaw, (225) 388-7322, Lorin.Crenshaw@albemarle.com

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Albemarle Corporation’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K.

 

Albemarle Corporation

451 Florida Street

Baton Rouge, Louisiana, USA

  2