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): October 26, 2023

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 October 26, 2023, NewMarket Corporation (the “Company”) issued a press release announcing that its Board of Directors has elected Lilo Simmons Ukrop to the Board of Directors, effective as of October 26, 2023. Ms. Ukrop 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 previously reported retirement of Patrick D. Hanley on August 3, 2023. Ms. Ukrop will serve as a Director of the Company until the Company’s 2024 annual meeting of shareholders at which time she is expected to stand for election. The press release is attached hereto as Exhibit 99.1 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 October 26, 2023.
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: October 26, 2023

NEWMARKET CORPORATION
By:	/s/ William J. Skrobacz
	William J. Skrobacz
	Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

NEWMARKET ANNOUNCES THE ELECTION OF LILO SIMMONS UKROP AS DIRECTOR

Richmond, VA, October 26, 2023 - NewMarket Corporation (NYSE: NEU) announced today that Lilo Simmons Ukrop has been elected to the Board of Directors, effective October 26, 2023. Ms. Ukrop received a B.S. in Mechanical Engineering from Tulane University and a M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. She has been teaching Reading Seminars in Management at the Darden School of Business for the past seven years. She began her career as a reservoir engineer at Exxon, developing models to predict the fluid flow of a reservoir and forecasting the economic viability. Ms. Ukrop also worked as a Market Development Manager at Tredegar Corporation, as well as an Operations Manager at McIlhenny Company – a business owned by her family that is the manufacturer of Tabasco Brand Pepper Sauce.

Ms. Ukrop also joins the Board’s Nominating & Corporate Governance Committee and its Compensation Committee. She is expected to stand for election at the 2024 Annual Meeting of NewMarket shareholders. “We are fortunate to have a person with Lilo’s skill set join our Board. She has a strong business background and shares our values. We look forward to benefiting from her leadership 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.

Contacts

William J. Skrobacz

Investor Relations

Phone: 804.788.5555

Fax: 804.788.5688

Email: investorrelations@newmarket.com

XML

Document and Entity Information	Oct. 26, 2023
Cover [Abstract]
Entity Registrant Name	NEWMARKET CORP
Amendment Flag	false
Entity Central Index Key	0001282637
Document Type	8-K
Document Period End Date	Oct. 26, 2023
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