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): February 24, 2022

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-32190	20-0812170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

330 South Fourth Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)

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:

☐ 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(s)	Name of each exchange on which registered
Common Stock, without par value	NEU	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 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.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors.

On February 24, 2022, NewMarket Corporation (the “Company”) issued a press release announcing that its Board of Directors has elected Ting Xu to the Board of Directors, effective as of February 24, 2022. Ms. Xu was also appointed to the Nominating and Corporate Governance Committee and the Compensation Committee. She fills the vacancy on the Company’s Board of Directors resulting from the death of Phyllis Cothran on November 5, 2021. Ms. Xu will serve as a Director of the Company until the Company’s 2022 annual meeting of shareholders, at which time she will stand for re-election. The press release issued on February 24, 2022, by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events.

On February 24, 2022, the Company issued a press release reporting that the Company’s Board of Directors had declared a dividend of $2.10 per share of the Company’s common stock, payable on April 1, 2022, to the Company’s shareholders of record as of March 15, 2022. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release regarding new Board member issued by the Company on February 24, 2022.
99.2	Press release regarding quarterly dividend issued by the Company on February 24, 2022.
Ex.104	Cover Page Interactive Data File (Embedded within the inline XBRL document)

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: February 24, 2022

NEWMARKET CORPORATION
By:	/s/ Brian D. Paliotti
	Brian D. Paliotti
	Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWMARKET ANNOUNCES THE ELECTION OF TING XU AS DIRECTOR

Richmond, VA, February 24, 2022 - NewMarket Corporation (NYSE: NEU) announced today that Ting Xu has been elected to the Board of Directors, effective February 24, 2022. Ms. Xu is the Founder and Chairwoman of Evergreen Enterprises (manufacturer and wholesaler of home and garden décor items), Chairwoman and Majority Owner of Plow & Hearth (multi-channel retailer of hearth, home and outdoor living items), and Chairwoman and Majority Owner of Vivaterra (multi-channel retailer of eco-friendly and globally-inspired décor). She also joins the Board’s Nominating & Corporate Governance Committee and its Compensation Committee. She will stand for re-election at the 2022 Annual Meeting of NewMarket Shareholders. “We are fortunate to have a person with Ting’s strong business background, leadership experience and shared values join our Board, and we look forward to benefiting from her experience and guidance in the future,” said Thomas E. Gottwald, Chairman and CEO of NewMarket.

NewMarket Corporation, through its subsidiaries Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated additive packages to market-general additives, the NewMarket family of companies provides the world with the technology to make engines run smoother, machines last longer, and fuels burn cleaner.

FOR INVESTOR INFORMATION CONTACT:

  Brian D. Paliotti

  Investor Relations

  Phone: 804.788.5555

  Fax: 804.788.5688

Email: investorrelations@newmarket.com

EX-99.2

Exhibit 99.2

NEWMARKET CORPORATION DECLARES QUARTERLY DIVIDEND

Richmond, VA, February 24, 2022 - The Board of Directors of NewMarket Corporation (NYSE: NEU) declared a quarterly dividend in the amount of $2.10 per share on the common stock of the Corporation. The dividend is payable April 1, 2022, to NewMarket shareholders of record at the close of business on March 15, 2022.

NewMarket Corporation, through its subsidiaries Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated additive packages to market-general additives, the NewMarket family of companies provides the world with the technology to make engines run smoother, machines last longer, and fuels burn cleaner.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; sudden, sharp, or prolonged raw material price increases; competition from other manufacturers; current and future governmental regulations; the gain or loss of significant customers; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from future acquisitions, or our inability to successfully integrate recent or future acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A. “Risk Factors” of our 2021 Annual Report on Form 10-K, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

FOR INVESTOR INFORMATION CONTACT:

  Brian D. Paliotti

  Investor Relations

  Phone: 804.788.5555

  Fax: 804.788.5688

Email: investorrelations@newmarket.com

XML

Document and Entity Information	Feb. 24, 2022
Cover [Abstract]
Entity Registrant Name	NEWMARKET CORP
Amendment Flag	false
Entity Central Index Key	0001282637
Document Type	8-K
Document Period End Date	Feb. 24, 2022
Entity Incorporation State Country Code	VA
Entity File Number	1-32190
Entity Tax Identification Number	20-0812170
Entity Address, Address Line One	330 South Fourth Street
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23219
City Area Code	(804)
Local Phone Number	788-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, without par value
Trading Symbol	NEU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false