NEWMARKET CORP
For the period ended Apr 24, 2025. Filed Mar 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2025 · Filed Mar 12, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
330 South Fourth Street
Richmond, Virginia 23219
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of NewMarket Corporation will be held at The Foundry Building, 500 Tredegar St., Richmond, Virginia on Thursday, April 24, 2025, at 10:00 a.m., Eastern Daylight Time, for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | To elect each of the seven director nominees named in this proxy statement for a one-year term or until his or her successor is duly elected and qualified; |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as NewMarket’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To consider and act on an advisory vote regarding the approval of the compensation paid to certain executive officers; and |
| 4. | To transact such other business as may properly come before the meeting. |
The record date for the determination of shareholders entitled to notice of and to vote at the annual meeting is February 24, 2025. Accordingly, only shareholders of record as of that date will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.
Your vote is very important to us. Regardless of whether you expect to attend the meeting, please act promptly to vote your shares. You may vote your shares by telephone or over the Internet, as described in the Notice of Internet Availability of Proxy Materials. If you are present at the meeting and hold shares in your name, you may vote in person even if you have previously submitted your proxy by mail, by telephone or over the Internet. If your shares are held in street name with your broker or by a nominee and you wish to vote in person at the meeting, you will need to obtain a legal proxy from the institution that holds your shares and provide that legal proxy at the meeting.
By Order of the Board of Directors,
ANNE-MARIE ANDERSON, Corporate Secretary
March 12, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2025
The company’s Proxy Statement for the 2025 Annual Meeting of Shareholders and the company’s Annual Report to Shareholders and Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 are available at www.edocumentview.com/NEU.
TABLE OF CONTENTS
| 2025 Annual Meeting of Shareholders | 1 |
|---|---|
| Proposal 1: Election of Directors | 4 |
| Board of Directors | 6 |
| Board Leadership Structure | 7 |
| Board’s Role in Risk Oversight | 7 |
| Risk Assessment of Compensation Policies and Practices | 8 |
| Committees of our Board | 8 |
| Code of Conduct | 10 |
| Insider Trading Policies and Procedures | 10 |
| Compensation of Directors | 10 |
| Certain Relationships and Related Transactions | 11 |
| Stock Ownership | 13 |
| Compensation Discussion and Analysis | 15 |
| The Compensation Committee Report | 23 |
| Compensation of Executive Officers | 24 |
| Audit Committee Report | 38 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 40 |
| Proposal 3: Advisory Vote on Approval of Executive Compensation (Say-on-Pay) | 41 |
| Submission of Matters for 2026 Annual Meeting | 42 |
| Other Matters | 43 |
| Annex A: NewMarket Corporation Independence Determination Guidelines | A-1 |
PROXY STATEMENT
FOR
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.