UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x 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 | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Under Rule 14a-12 | |
ALBEMARLE CORPORATION
(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):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
| (2) | Aggregate number of securities to which transaction applies:
| |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| (4) | Proposed maximum aggregate value of transaction:
| |||
| (5) | Total fee paid:
| |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing: | |||
| (1) | Amount previously paid:
| |||
| (2) | Form, Schedule or Registration Statement No.:
| |||
| (3) | Filing party:
| |||
| (4) | Date Filed:
| |||
EXPLANATORY NOTE
The purpose of this filing is to correct an error related to the number of performance share units (“PSUs”) granted in February 2016 to named executive officers of Albemarle Corporation (the “Company”), as disclosed on page 21 in the in the Company’s proxy statement filed with the Securities and Exchange Commission on March 29, 2016 (the “Proxy Statement”) relating to its 2016 Annual Meeting of Stockholders to be held on May 10, 2016.
Set forth below is an amendment and restatement of the applicable section of page 21 of the Proxy Statement with the corrected number of PSUs for each named executive officer.
What LTIP grants were made in 2016?
In February 2016, the Committee approved a total grant value for the named executive officers under the long term incentive plan. The values granted to each executive officer are apportioned approximately 50% in the form of PSUs, 25% in the form of Stock Options and 25% in the form of RSUs. With this change in LTIP mix, we improve the retention impact of the LTIP program, while maintaining a focus on rewards based on performance. We are also aligning our vesting schedule more closely with our peers, while still exceeding that of our peers, thereby providing a stronger retention mechanism.
The values granted to each named executive officer are set forth below, and are respectively: Luther C. Kissam IV ($4,000,000); Scott A Tozier ($900,000); Karen G. Narwold ($700,000); Matthew K. Juneau ($600,000); and Susan M. Kelliher ($500,000). The value of PSUs included in the above figures reflects the approximate number of PSUs that each named executive officer would receive for target level performance by the Company, with the number of PSUs determined by the grant date closing stock price.
PSU Grants
In February 2016, the Committee approved a grant of PSUs to our named executive officers, as follows:
| 2016 PSU Grants | ||||||||||||
| Name |
(Threshold 25%) | (Target 100%) | (Superior 200%) | |||||||||
| Luther C. Kissam IV |
8,841 Units | 35,361 Units | 70,722 Units | |||||||||
| Scott A. Tozier |
1,990 Units | 7,957 Units | 15,914 Units | |||||||||
| Karen G. Narwold |
1,548 Units | 6,189 Units | 12,378 Units | |||||||||
| Matthew K. Juneau |
1,327 Units | 5,305 Units | 10,610 Units | |||||||||
| Susan M. Kelliher |
1,106 Units | 4,421 Units | 8,842 Units | |||||||||
Consistent with the approach adopted since 2014, the 2016 PSU grant is based on Albemarle’s relative TSR as measured over a three year performance period with performance and payout calculated in the same manner as the 2015 PSU grants and half of any shares earned vesting in early 2019 at the time the Committee evaluates the three-year relative TSR performance against the performance of the Company’s 2016 peer group. The other half will vest on January 1, 2020.