NewMarket (NEU) 8-KNewmarket Corporation Increases Quarterly Dividend

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 27, 2023

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (804) 788-5000

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

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.  ☐

On April 27, 2023, NewMarket Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved the NewMarket Corporation 2023 Incentive Compensation and Stock Plan (the “2023 Incentive Plan”). For a description of the terms and conditions of the 2023 Incentive Plan, see “Proposal 5: Approval of NewMarket Corporation 2023 Incentive Compensation and Stock Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 10, 2023 (the “Proxy Statement”), which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the 2023 Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

At the Annual Meeting, the proposals listed below were submitted to a vote of shareholders. The proposals are described in more detail in the Proxy Statement. The results are as follows:

1.    The shareholders elected each of the Company’s seven (7) nominees to serve on its Board of Directors for the ensuing year, as set forth below:

2.    The shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023, as set forth below:

3.    The shareholders approved, on an advisory basis, the Company’s executive compensation program for its named executive officers disclosed in the Proxy Statement, as set forth below:

4.    The shareholders approved, on an advisory basis, holding future advisory votes on the compensation of the Company’s named executive officers every one year, as set forth below:

Consistent with the shareholder vote and the recommendation of the Company’s Board of Directors, the Company will hold a shareholder advisory vote on the compensation of the Company’s named executive officers annually until the next vote on the frequency of such advisory vote.

5.    The shareholders approved the 2023 Incentive Plan, as set forth below:

6.    The shareholders did not approve the shareholder proposal regarding the publication of GHG emissions and setting short-, medium- and long-term emission reduction targets to align business activities with net zero emissions by 2050 in line with the Paris Climate Agreement, as set forth below:

On April 27, 2023, the Company issued a press release reporting that the Company’s Board of Directors had approved raising the quarterly dividend approximately 7.1% from $2.10 per share on the common stock of the Company to $2.25 per share. The quarterly dividend is equivalent to an annual dividend of $9.00 per share, up from $8.40 per share. Future dividends are subject to quarterly determination and declaration by the Board of Directors. The current quarterly dividend is payable July 3, 2023, to Company shareholders of record at the close of business on June 15, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.

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.

Date: April 27, 2023