Albemarle Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ALB
Major Chemicals
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2024
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(Exact name of registrant as specified in charter)
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Registrant’s telephone number, including area code: (980 ) 299-5700
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Securities registered pursuant to Section 12(b) of the Act:
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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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 9, 2024, Albemarle Corporation (the “Company”) filed Articles of Amendment with the State Corporation Commission of the Commonwealth of Virginia (the “SCC”) to amend the Company’s Amended and Restated Articles of Incorporation (the “Charter”) to increase the number of authorized shares of common stock, $0.01 par value per share, from 150,000,000 to 275,000,000 (the “Charter Amendment”). The Charter Amendment became effective May 10, 2024, upon issuance of a certificate of amendment by the SCC. The Articles of Amendment are filed as Exhibit 3.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the proposals listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in the definitive proxy statement filed by the Company on March 26, 2024 (the “Proxy Statement”). The voting results for each proposal are set forth below.
As of the record date for the Annual Meeting, March 12, 2024, there were 117,524,680 shares of common stock outstanding and entitled to vote, of which the holders of 94,442,418 shares of common stock were represented in person or by proxy at the Annual Meeting.
Proposal 1. Election of directors. The shareholders elected all of the nominees for director to serve for a term expiring at the annual meeting of shareholders in 2025 by the votes set forth in the table below.
| Nominees | Voted For | Voted Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| M. Lauren Brlas | 77,641,151 | 2,675,553 | 207,833 | 13,917,881 | ||||||||||||||||||||||
| Ralf H. Cramer | 78,954,773 | 1,351,981 | 217,783 | 13,917,881 | ||||||||||||||||||||||
| J. Kent Masters, Jr. | 75,432,141 | 4,366,046 | 726,350 | 13,917,881 | ||||||||||||||||||||||
| Glenda J. Minor | 79,130,346 | 1,182,772 | 211,419 | 13,917,881 | ||||||||||||||||||||||
| James J. O’Brien | 70,815,994 | 9,437,371 | 271,172 | 13,917,881 | ||||||||||||||||||||||
| Diarmuid B. O'Connell | 77,903,322 | 2,402,131 | 219,084 | 13,917,881 | ||||||||||||||||||||||
| Dean L. Seavers | 77,441,980 | 2,867,925 | 214,632 | 13,917,881 | ||||||||||||||||||||||
| Gerald A. Steiner | 78,635,212 | 1,705,580 | 183,745 | 13,917,881 | ||||||||||||||||||||||
| Holly A. Van Deursen | 78,512,849 | 1,833,166 | 178,522 | 13,917,881 | ||||||||||||||||||||||
| Alejandro D. Wolff | 76,360,364 | 3,948,431 | 215,742 | 13,917,881 | ||||||||||||||||||||||
Proposal 2. Advisory vote on executive compensation. The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, by the votes set forth in the table below.
| Voted For | Voted Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 67,682,378 | 11,136,388 | 1,705,771 | 13,917,881 | |||||||||||||||||
Proposal 3. Charter Amendment to increase the number of authorized shares of common stock. The shareholders approved the Charter Amendment to increase the Company’s number of authorized shares of common stock by the votes set forth in the table below.
| Voted For | Voted Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 88,786,666 | 5,369,507 | 286,245 | N/A | |||||||||||||||||
Proposal 4. Ratification of appointment of independent registered public accounting firm. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by the votes set forth in the table below.
| Voted For | Voted Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 86,248,537 | 7,754,186 | 439,695 | N/A | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||||||||
| Number | Exhibit | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
| ALBEMARLE CORPORATION | |||||||||||
| Date: May 10, 2024 | By: | /s/ Kristin M. Coleman | |||||||||
| Kristin M. Coleman | |||||||||||
Executive Vice President, General Counsel and Corporate Secretary | |||||||||||