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| ALB > SEC Filings for ALB > Form 8-K on 18-May-2009 | All Recent SEC Filings |
18-May-2009
Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaw
Retirement of William M. Gottwald
On May 13, 2009, at the Annual Meeting of Shareholders (the "Annual Meeting") upon the expiration of his current term, Dr. William M. Gottwald retired from the Board of Directors (the "Board") of Albemarle Corporation (the "Company"). Dr. Gottwald served on the Board since 1999. Dr. Gottwald served as Vice Chairman of the Board since August 1, 2008 and was Chairman of the Board from 2001 until August 1, 2008. Prior to becoming Chairman, Dr. Gottwald served as Vice President-Corporate Strategy of the Company since 1996.
Approval of Amendment to Albemarle Corporation 2008 Incentive Plan
On May 13, 2009, at the Annual Meeting, upon recommendation of the Board, the shareholders approved the First Amendment (the "Amendment") to the Albemarle Corporation 2008 Incentive Plan (the "2008 Incentive Plan"). The terms and conditions of the Amendment to the 2008 Incentive Plan are described on pages 44 through 47 of the 2009 Proxy Statement, which description is incorporated herein by reference. This description of the Amendment to the 2008 Incentive Plan is qualified in its entirety by reference to the full text of the Amendment, which is attached as Appendix A to the 2009 Proxy Statement and filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Effective May 13, 2009, the Company's Board amended Article II of the Company's Amended and Restated Bylaws to decrease the size of the Board to nine directors. In addition, the Company's Board changed the name of the Corporate Governance and Social Responsibility Committee to the Nominating and Governance Committee. The Company's Amended and Restated Bylaws are attached hereto as Exhibit 3.2 and incorporated herein by reference.
On May 12, 2009, the Company issued a press release announcing that the Board declared the quarterly dividend of $0.125 per share. The dividend is payable July 1, 2009, to shareholders of record at the close of business as of June 15, 2009. The annualized dividend rate is 50 cents per share.
Reappointment of Charles E. Stewart as Lead Independent Director
On May 13, 2009, the Board reappointed Mr. Charles E. Stewart as Lead Independent Director. The responsibilities of the Lead Independent Director are described in the Company's Corporate Governance Guidelines.
(c) Exhibits.
3.2 Amended and Restated Bylaws of the Company, effective as of May 13, 2009.
10.1 First Amendment to the Albemarle Corporation 2008 Incentive Plan (filed as
Appendix A to Albemarle Corporation's definitive proxy statement filed on
March 31, 2009 (No. 001-12658), and incorporated herein by reference).
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