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): February 21, 2022
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ALBEMARLE CORPORATION
(Exact name of registrant as specified in charter)
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| | | | | | | | | | | | | | |
| Virginia | | 001-12658 | | 54-1692118 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (980) 299-5700
Not applicable
(Former name or former address, if changed since last report.)
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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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| COMMON STOCK, $.01 Par Value | | ALB | | New York Stock Exchange |
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) 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective as of February 21, 2022, the Board of Directors (the “Board”) of Albemarle Corporation (the “Company”), appointed Dr. Ralf H. Cramer as an independent member of the Board. In addition, Dr. Cramer has been appointed to the Audit & Finance Committee and the Health, Safety & Environment Committee of the Board. With the appointment of Dr. Cramer, the Board has fixed the number of Board members at ten.
In accordance with our non-employee director compensation program, Dr. Cramer will receive an annual retainer of $100,000, payable quarterly and pro-rated for partial quarter of appointment, and an annual grant of stock equal to $130,000, rounded up to the nearest 25-share increment and pro-rated for partial year of appointment.
There is no arrangement or understanding with or between Dr. Cramer and any other persons pursuant to which he was selected as a director. Dr. Cramer is not a party to any transactions set forth in Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit | | |
| Number | | Exhibit |
| | |
| 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.
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| | | ALBEMARLE CORPORATION |
| | | | |
| Date: | February 24, 2022 | | By: | /s/ Karen G. Narwold |
| | | | Karen G. Narwold |
| | | | Executive Vice President, Chief Administrative Officer and General Counsel |
