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 23, 2006
NEWMARKET CORPORATION
(Exact name of Registrant as specified in 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 (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)) |
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Base Salaries
On February 23, 2006, the Bonus, Salary and Stock Option Committee of the Board of Directors (the “Committee”) of NewMarket Corporation (the “Company”) approved for the Company’s named executive officers set forth below, the following 2006 base salaries:
| Name |
Base Salary | Effective Date | |||
| C. S. Warren Huang, |
$ | 325,900 | April 1, 2006 | ||
| David A. Fiorenza, |
$ | 262,400 | June 1, 2006 | ||
Bonuses
On February 23, 2006, the Committee, taking into consideration the Company’s achievements for 2005, including growth in the petroleum additives business and successful management of the contribution from the declining tetraethyl lead (TEL) product line, also approved the following bonus payments for the Company’s named executive officers:
| Name |
Bonus | ||
| Thomas E. Gottwald, |
$ | 300,000 | |
| C. S. Warren Huang, |
$ | 150,000 | |
| David A. Fiorenza, |
$ | 90,000 | |
| Steven M. Edmonds, |
$ | 100,000 | |
| Russell L. Gottwald, Jr., |
$ | 90,000 | |
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Section 8 — Other Events
Item 8.01. Other Events.
On February 23, 2006, the Company issued a press release reporting that the Company’s Board of Directors had declared a quarterly dividend of 12.5 cents per share of the Company’s common stock, payable on April 3, 2006 to the Company’s shareholders of record as of March 16, 2006. The press release issued by the Company on February 23, 2006 is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statement and Exhibits.
| (c) | Exhibits. |
99.1 Press release issued by the Company on February 23, 2006.
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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 23, 2006
| NEWMARKET CORPORATION | ||
| By: | /s/ David A. Fiorenza | |
| David A. Fiorenza | ||
| Vice President and Treasurer | ||
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Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press release issued by the Company on February 23, 2006. |
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