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): July 29, 2014

 

 

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Commission File No. 1-32190

 

Virginia   20-0812170

(State or other jurisdiction

of incorporation)

 

(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

 

 

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))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On July 29, 2014, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the second quarter ended June 30, 2014. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events

On July 29, 2014, the Company issued a press release announcing that Thomas E. Gottwald has been elected Chairman of the Board of Directors. Thomas E. Gottwald will continue in his role as the Company’s President and Chief Executive Officer. He succeeds Bruce C. Gottwald as Chairman, who will remain a non-management director of the Company. Also on July 29, 2014, the Board appointed independent director Charles B. Walker to the position of Lead Director. Both appointments were effective immediately. A copy of the press release is attached hereto as Exhibit 99.2.

On July 29, 2014, the Company issued a press release reporting that the Company’s Board of Directors had declared a dividend of $1.10 per share of the Company’s common stock, payable on October 1, 2014 to the Company’s shareholders of record as of September 15, 2014. A copy of this press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

  99.1    Press release regarding quarterly earnings issued by the Company on July 29, 2014.
  99.2    Press release regarding board leadership issued by the Company on July 29, 2014.
  99.3    Press release regarding the quarterly dividend issued by the Company on July 29, 2014.


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: July 30, 2014

 

NEWMARKET CORPORATION
By:  

/s/ David A. Fiorenza

  David A. Fiorenza
  Vice President and Chief Financial Officer


Exhibit Index

 

Exhibit No.    Description
99.1    Press release regarding quarterly earnings issued by the Company on July 29, 2014.
99.2    Press release regarding board leadership issued by the Company on July 29, 2014.
99.3    Press release regarding the quarterly dividend issued by the Company on July 29, 2014.