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  4. [8-K] NEWMARKET CORP Reports Material Event

NewMarket (NEU) shareholders back board, auditor and $3.00 dividend

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NewMarket Corporation reported results of its 2026 Annual Meeting and announced a cash dividend. Shareholders elected seven directors, with each nominee receiving over 7.9 million votes in favor and several hundred thousand additional broker non-votes counted for quorum purposes.

Shareholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 8,415,620 votes for. On an advisory basis, they approved the executive compensation program with 8,002,241 votes for. The Board declared a quarterly dividend of $3.00 per share, payable July 1, 2026, to shareholders of record on June 15, 2026.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Quarterly dividend $3.00 per share Declared April 23, 2026; payable July 1, 2026
Dividend record date June 15, 2026 Shareholders of record on this date receive dividend
Auditor ratification votes for 8,415,620 votes PricewaterhouseCoopers LLP, fiscal year ending December 31, 2026
Auditor votes against 299,420 votes Ratification of PricewaterhouseCoopers LLP
Say-on-pay votes for 8,002,241 votes Advisory approval of executive compensation program
Say-on-pay votes against 226,974 votes Advisory executive compensation proposal
Highest director votes for 8,188,412 votes Election of director Ting Xu
Lowest director votes for 7,909,713 votes Election of director H. Hiter Harris, III
broker non-votes financial
"Votes For ... Abstentions ... Broker Non- Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"shareholders approved, on an advisory basis, the Company’s executive compensation program"
executive compensation program financial
"the Company’s executive compensation program for its named executive officers disclosed in the Proxy Statement"
A plan that determines how top managers are paid and rewarded, typically combining salary, bonuses, stock grants or options, and long-term incentive awards. Investors care because this pay package both affects a company’s costs and signals whether executives’ incentives are aligned with shareholder interests—like setting a coach’s bonus to team wins, it can motivate performance or create risky behavior if structured poorly.
forward-looking statements regulatory
"Some of the information contained in this press release constitutes forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
risk factors regulatory
"including the risk factors in Part I, Item 1A. “Risk Factors” of our Annual Report"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
Understanding 8-K Material Events →
NEWMARKET CORP false 0001282637 0001282637 2026-04-23 2026-04-23 0001282637 stpr:VA 2026-04-23 2026-04-23
 
 

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): April 23, 2026

 

 

NEWMARKET CORPORATION

(Exact name of registrant as specified in its 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:

 

☐

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(s)

  

Name of each exchange

on which registered

Common Stock, without par value   NEU   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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.07

Submission of Matters to a Vote of Security Holders.

On April 23, 2026, NewMarket Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders. The proposals listed below were submitted to a vote of shareholders and are described in the Company’s Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 12, 2026. The results are as follows:

1. The shareholders elected each of the Company’s seven (7) nominees to serve on its Board of Directors for the ensuing year, as set forth below:

 

Director

    Votes For      Votes
Against		      Abstentions      Broker Non-
Votes		  

Mark M. Gambill

      8,067,953        165,626        4,760        479,686  

Thomas E. Gottwald

      7,991,028        242,750        4,561        479,686  

H. Hiter Harris, III

      7,909,713        323,657        4,969        479,686  

Bruce R. Hazelgrove, III

      8,042,017        191,307        5,015        479,686  

James E. Rogers

      8,094,686        138,629        5,024        479,686  

Lilo S. Ukrop

      8,133,302        99,231        5,806        479,686  

Ting Xu

      8,188,412        44,401        5,526        479,686  

2. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

 

Votes For

  

Votes
Against

  

Abstentions

8,415,620   299,420   2,985

3. The shareholders approved, on an advisory basis, the Company’s executive compensation program for its named executive officers disclosed in the Proxy Statement, as set forth below:

 

Votes For

  

Votes
Against

  

Abstentions

  

Broker Non-

Votes

8,002,241   226,974   9,124   479,686

 

Item 8.01

Other Events.

On April 23, 2026, the Company issued a press release reporting that the Company’s Board of Directors had declared a dividend of $3.00 per share of the Company’s common stock, payable on July 1, 2026, to Company shareholders of record at the close of business on June 15, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit 99.1    Press release regarding the quarterly dividend issued by the Company on April 23, 2026
Exhibit 104    Cover Page Interactive Data File (Embedded within the inline XBRL document)

 

SIGNATURES

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: April 23, 2026

 

NewMarket Corporation
By:   /s/ Timothy K. Fitzgerald
Name:   Timothy K. Fitzgerald
Title:   Vice President and Chief Financial Officer

EXHIBIT 99.1

NEWMARKET CORPORATION ANNOUNCES QUARTERLY DIVIDEND

Richmond, VA, April 23, 2026 - The Board of Directors of NewMarket Corporation (NYSE: NEU) declared a quarterly dividend in the amount of $3.00 per share on the common stock of the Corporation. The dividend is payable July 1, 2026, to NewMarket shareholders of record at the close of business on June 15, 2026.

NewMarket Corporation is a holding company operating through its subsidiaries, Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), American Pacific Corporation (AMPAC) and Calca Solutions, LLC (Calca). The Afton and Ethyl companies develop, manufacture, blend, and deliver chemical additives that enhance the performance of petroleum products. AMPAC is a manufacturer of specialty materials primarily used in solid rocket motors for the aerospace and defense industries. Calca is the nation’s leading producer of UltraPure and high-purity hydrazine – essential, mission-critical propellants that enable advanced aerospace and defense applications. The NewMarket family of companies has a long-term commitment to its people, to safety, to providing innovative solutions for its customers, and to making the world a better place.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industries; failure to protect our intellectual property rights; sudden, sharp, or prolonged raw material price increases; competition from other manufacturers; current and future governmental regulations; the loss of significant customers; termination or changes to contracts with contractors and subcontractors of the U.S. government or directly with the U.S. government; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, wars and health-related epidemics; risks related to operating outside of the United States, including tariffs and trade policy; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from acquisitions, or our inability to successfully integrate acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

CONTACTS:

Timothy K. Fitzgerald

Investor Relations

Phone: 804.788.5555

Email: investorrelations@newmarket.com

Source: View Original Filing on SEC EDGAR

FAQ

What dividend did NewMarket (NEU) declare in April 2026?

NewMarket declared a quarterly cash dividend of $3.00 per share on its common stock. The dividend will be paid on July 1, 2026, to shareholders of record at the close of business on June 15, 2026, continuing the company’s cash return to shareholders.

When will NewMarket’s April 2026 dividend be paid and who qualifies?

The dividend will be paid on July 1, 2026 to shareholders of record on June 15, 2026. Investors must own NewMarket common shares before the record date to appear as shareholders of record and receive the $3.00 per-share cash payment declared by the Board.

Which directors were elected at NewMarket’s 2026 Annual Meeting?

Shareholders elected seven directors: Mark M. Gambill, Thomas E. Gottwald, H. Hiter Harris, III, Bruce R. Hazelgrove, III, James E. Rogers, Lilo S. Ukrop, and Ting Xu. Each nominee received more votes for than against, confirming their election for the ensuing one-year board term.

Did NewMarket (NEU) shareholders approve executive compensation in 2026?

Yes. Shareholders approved, on an advisory basis, NewMarket’s executive compensation program for named executive officers. The say-on-pay proposal received 8,002,241 votes for, 226,974 votes against, 9,124 abstentions, and 479,686 broker non-votes, indicating broad but not unanimous shareholder support.

Who is NewMarket’s independent auditor for the year ending December 31, 2026?

Shareholders ratified PricewaterhouseCoopers LLP as NewMarket’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 8,415,620 votes for, 299,420 votes against, and 2,985 abstentions, confirming continued engagement of the same audit firm.

What businesses does NewMarket Corporation (NEU) operate?

NewMarket operates through Afton Chemical, Ethyl, American Pacific Corporation (AMPAC), and Calca Solutions. Afton and Ethyl make fuel and lubricant additives, AMPAC produces specialty materials for solid rocket motors, and Calca supplies UltraPure and high-purity hydrazine propellants for aerospace and defense applications.

Filing Exhibits & Attachments

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