SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2019
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
4250 Congress Street, Suite 900, Charlotte, North Carolina 28209
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Common stock, $.01 par value
New York Stock Exchange
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Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(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 pursuant 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.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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.
Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 23, 2019
/s/ Karen G. Narwold
Karen G. Narwold
Executive Vice President, Chief Administrative Officer and General Counsel
Exhibit 3.1 to Albemarle Corporation Current Report on Form 8-K Filed July 23, 2019
Text of Amendment to Bylaws (New Text Underlined; Deleted Test in Strikethrough)
AMENDED AND RESTATED BYLAWS
. . .
. . .
Section 2. Number of Directors. The Board shall be eleven in number. Byamendment of these Bylaws the Board or the shareholders may increase or decrease the number of directors; provided, however, that the Board may not increase or decrease the number of directors by more than thirty percent ofconsist of at least seven and no more than 13 members, the exact number of directors last elected by theto be determined by resolution adopted by the Board from time to time.
Glenda Minor, Holly Van Deursen Appointed to Albemarle Corporation
Board of Directors
CHARLOTTE, N.C., July 23, 2019 - Albemarle Corporation (NYSE: ALB), a leader in the global specialty chemicals industry, announced today that its Board of Directors has appointed Glenda Minor and Holly Van Deursen to the Board, effective July 23, 2019. Minor will serve as a member of the Board’s Audit & Finance Committee and Nominating & Governance Committee, and Van Deursen will serve as a member of the Board’s Executive Compensation Committee and Health, Safety & Environment Committee. The Board also increased its size from 11 to 13 directors in connection with their appointments.
“Glenda and Holly bring wide-ranging experiences from the chemical industry, strategy, operations and finance to our Board of Directors,” said Luke Kissam, Albemarle’s Chairman and CEO. “We welcome their skill sets to our Board, and know their years of leadership experience will add tremendous value to Albemarle and our shareholders.”
Minor is Chief Executive Officer and Principal of Silket Advisory Services, a privately owned consulting firm which advises companies on financial, strategic
and operational initiatives. She was formerly Senior Vice President and Chief Financial Officer of Evraz North America Limited, a leading steel manufacturer, and has held executive finance roles at Visteon Corporation, DaimlerChrysler, General Motors Corporation and General Dynamics Corporation. Minor serves on the board of Curtiss-Wright Corporation.
Van Deursen has more than 25 years of chemicals industry experience. She is the former Group Vice President, Petrochemicals, BP, and has held senior positions across North America, Europe and Asia. She has extensive experience in the chemical industry and 13 years of board leadership experience.
Albemarle Corporation (NYSE: ALB), headquartered in Charlotte, NC, is a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts. We power the potential of companies in many of the world’s largest and most critical industries, from energy and communications to transportation and electronics. Working side-by-side with our customers, we develop value-added, customized solutions that make them more competitive. Our solutions combine the finest technology and ingredients with the knowledge and know-how of our highly experienced and talented team of operators, scientists and engineers.
Discovering and implementing new and better performance-based sustainable solutions is what motivates all of us. We think beyond business-as-usual to drive innovations that create lasting value. Albemarle employs approximately 5,400 people and serves customers in approximately 100 countries. We regularly post information to www.albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, non-GAAP reconciliations, SEC filings and other information regarding our company, its businesses and the markets it serves.
"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.