8-K

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 4, 2020

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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)

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; Appointment of Certain Officers.

On February 4, 2020, Chairman and Chief Executive Officer Luke Kissam advised the Board of Directors of Albemarle Corporation (the “Company”) that he will retire from his roles as an officer and director of the Company effective June, 2020, for health reasons. On February 5, 2020, the Company issued a press release with respect thereto and announced that the Board of Directors will be conducting a comprehensive search process with respect to a successor to Mr. Kissam as Chief Executive Officer, which will include internal and external candidates. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Exhibit Description
99.1	Albemarle Press Release, dated February 5, 2020

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.

	ALBEMARLE CORPORATION
Date: February 5, 2020	By:	/s/ Karen G. Narwold
		Karen G. Narwold
		Executive Vice President, Chief Administrative Officer and General Counsel

EX-99.1

Exhibit 99.1

Albemarle Chairman and CEO, Luke Kissam, Will Retire for Health Reasons,

Effective June 2020

CHARLOTTE, N.C., Feb. 5, 2020 - Albemarle Corporation (NYSE: ALB), a leader in the global specialty chemicals industry, announced today that Chairman and Chief Executive Officer Luke Kissam has advised the Board of Directors that he will retire from his roles as an officer and director of Albemarle effective June 2020, for health reasons. The Board of Directors will be conducting a comprehensive search process, which will include internal and external candidates.

Luke Kissam was named Chief Executive Officer of Albemarle in September 2011. He was elected to the Board of Directors in November 2011 and named Chairman of the Board in November 2016. Mr. Kissam joined Albemarle in September 2003 as Vice President, General Counsel, and Corporate Secretary and served as Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 until his promotion to President in March 2010.

“Working with friends and colleagues over the last 17 years to transform Albemarle into a global leader in lithium, bromine and refining catalysts has been an extremely humbling and rewarding experience,” said Kissam. “However, in 2019 I was diagnosed with a non-Hodgkin’s lymphoma. While the initial treatment was successful, this chronic condition will continue to require monitoring and maintenance treatments. After much soul searching and discussions with my medical team, family and the Board, I have decided that it is best for me to retire from my positions at Albemarle to focus on my health.” Kissam added, “I remain very confident in our leadership team and their ability to create value for our stakeholders by successfully executing our strategy.”

“Under Luke’s leadership, our company has successfully taken tremendous strides forward, and we are deeply appreciative and thankful for Luke’s years of service and leadership. We understand and support his decision,” said J. Kent Masters, Lead Independent Director. “We wish the very best for Luke and his family.”

Masters added, “The Board shares Luke’s views on our leadership team, and is confident that it will continue to drive the company forward for the benefit of our customers, employees and stakeholders. The Board is committed to selecting a highly qualified executive who can leverage our team to deliver Albemarle’s strategy and achieve the next stage of our growth.”

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About Albemarle

Albemarle Corporation (NYSE: ALB), headquartered in Charlotte, NC, is a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts. We power the potential of companies in many of the world’s largest and most critical industries, from energy and communications to transportation and electronics. Working side-by-side with our customers, we develop value-added, customized solutions that make them more competitive. Our solutions combine the finest technology and ingredients with the knowledge and know-how of our highly experienced and talented team of operators, scientists and engineers.

Discovering and implementing new and better performance-based sustainable solutions is what motivates all of us. We think beyond business-as-usual to drive innovations that create lasting value. Albemarle employs approximately 5,400 people and serves customers in approximately 100 countries. We regularly post information to www.albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, non-GAAP reconciliations, SEC filings and other information regarding our company, its businesses and the markets it serves.

Media Contact: Hailey Quinn, (980) 299-5640, Hailey.Quinn@albemarle.com

Investor Relations Contact: David Ryan, (980) 299-5641, David.Ryan@albemarle.com

Some of the information presented in this press release and any conference call and discussions that follow, including, without limitation, information related to our business, business strategy, management, executive search, outlook and all other information relating to matters that are not historical facts may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from the views expressed. Factors that could cause actual results to differ materially from the views expressed or implied in any forward-looking statement include, without limitation: changes in economic and business conditions; availability of and competition for executive personnel; political unrest affecting the global economy, including adverse effects form terrorism or hostilities; political instability affecting our manufacturing operations or joint ventures; and the other factors detailed from time to time in the reports we file with the SEC, including those described under "Risk Factors" in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this press release. We assume no obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

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XML

Cover	Feb. 04, 2020
Cover page.
Document Type	8-K
Document Period End Date	Feb. 04, 2020
Entity Registrant Name	ALBEMARLE CORPORATION
Entity Incorporation, State or Country Code	VA
Entity File Number	001-12658
Entity Tax Identification Number	54-1692118
Entity Address, Address Line One	4250 Congress Street, Suite 900
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28209
City Area Code	980
Local Phone Number	299-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	COMMON STOCK, $.01 Par Value
Trading Symbol	ALB
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0000915913