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): April 23, 2010 (April 20, 2010)

 

 

ALBEMARLE CORPORATION

(Exact name of Registrant as specified in charter)

 

 

 

Virginia   001-12658   54-1692118

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(IRS employer

identification no.)

 

451 Florida Street, Baton Rouge, Louisiana   70801
(Address of principal executive offices)   (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 (see General Instruction A.2. below):

 

¨ 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 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

 

 

 


Section 5— Corporate Governance and Management

 

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

On April 20, 2010, at the 2010 Annual Meeting of Shareholders (the “Annual Meeting”) of Albemarle Corporation (the “Company”), upon recommendation of the Board of Directors of the Company, the shareholders approved amendments to the Albemarle Corporation 2008 Incentive Plan and the Albemarle Corporation 2008 Stock Compensation Plan for Non-Employee Directors (as amended, the “Plans”). The terms and conditions of the Plans are described on pages 49 through 57 of the definitive Proxy Statement for the Annual Meeting that was filed with the Securities and Exchange Commission on March 9, 2010 on Form DEF 14A (the “2010 Proxy Statement”), which descriptions are incorporated by reference herein. The descriptions of the Plans are qualified in their entirety by reference to the full text of the amendments to the Plans, which are attached as Appendix A and Appendix B to the 2010 Proxy Statement, respectively, and are filed hereto as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

In addition, on April 20, 2010, the Board of Directors appointed Barry W. Perry to the Audit Committee and the Health, Safety and Environment Committee.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 20, 2010, the Company held its Annual Meeting. As of the record date for the Annual Meeting, February 16, 2010, there were 91,314,008 shares of common stock outstanding and entitled to vote, of which the holders of 83,374,417 shares of common stock were represented in person or by proxy at the Annual Meeting. Matters approved at the Annual Meeting were the (i) election of the ten nominees set forth in the 2010 Proxy Statement to the Board of Directors, (ii) approval of the Amendment to the Albemarle Corporation 2008 Incentive Plan (the “2008 Incentive Plan Amendment”) (iii) approval of the Amendment to the Albemarle Corporation 2008 Stock Compensation Plan for Non-Employee Directors (the “2008 Directors Stock Plan Amendment”), and (iv) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

The voting shareholders elected the ten nominees set forth in the 2010 Proxy Statement to the Board of Directors with the following affirmative votes and votes withheld:

 

Director

   Affirmative Votes    Withheld Votes    Broker Non-Votes

J. Alfred Broaddus, Jr.

   77,514,414    628,142    5,231,861

R. William Ide III

   77,534,430    608,126    5,231,861

Richard L. Morrill

   77,549,931    592,625    5,231,861

Jim W. Nokes

   77,557,894    584,662    5,231,861

Barry W. Perry

   77,889,323    253,233    5,231,861

Mark C. Rohr

   76,854,441    1,288,115    5,231,861

John Sherman, Jr.

   77,535,703    606,853    5,231,861

Charles E. Stewart

   77,310,031    832,525    5,231,861

Harriett Tee Taggart

   77,897,512    245,044    5,231,861

Anne Marie Whittemore

   77,280,821    861,735    5,231,861

The voting shareholders also approved the 2008 Incentive Plan Amendment. Votes cast with respect to the approval of the 2008 Incentive Plan Amendment were as follows:

 

Votes For

   Votes Against    Votes Abstain    Broker Non-Votes    Total

60,750,480

   16,868,423    523,653    5,231,861    83,374,417

The voting shareholders also approved the 2008 Directors Stock Plan Amendment. Votes cast with respect to the approval of the 2008 Directors Stock Plan Amendment were as follows:

 

Votes For

   Votes Against    Votes Abstain    Broker Non-Votes    Total

76,326,207

   1,280,218    536,131    5,231,861    83,374,417


The voting shareholders also approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

 

Votes For

   Votes Against    Votes Abstain    Broker Non-Votes    Total

83,222,073

   78,882    73,462    —      83,374,417

There were no broker non-votes with respect to the ratification of the Company’s independent registered public accounting firm.

Section 9 — Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

  (d)     Exhibits.

 

10.1    Second Amendment to the Albemarle Corporation 2008 Incentive Plan (filed as Appendix A to the 2010 Proxy Statement and incorporated herein by reference)
10.2    First Amendment to the Albemarle Corporation 2008 Stock Compensation Plan for Non-Employee Directors (filed as Appendix B to the 2010 Proxy Statement and incorporated herein by reference)


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 23, 2010

 

ALBEMARLE CORPORATION
By:  

/s/ Nicole C. Daniel

  Nicole C. Daniel
  Vice President, Chief Compliance Officer and Corporate Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit

10.1    Second Amendment to the Albemarle Corporation 2008 Incentive Plan (filed as Appendix A to the 2010 Proxy Statement and incorporated herein by reference)
10.2    First Amendment to the Albemarle Corporation 2008 Stock Compensation Plan for Non-Employee Directors (filed as Appendix B to the 2010 Proxy Statement and incorporated herein by reference)