Newmarket Corp 8-K, filed Oct 28, 2021
Newmarket Corp (NEU)
About this 8-K
Newmarket Corp filed this 8-K on October 28, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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| Item 8.01. | Other Events |
On October 28, 2021, NewMarket Corporation (the “Company”) issued a press release reporting that the Company’s Board of Directors had declared a dividend of $2.10 per share of the Company’s common stock, payable on January 3, 2022 to the Company’s shareholders of record as of December 15, 2021. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company also reported that the Board of Directors approved a new share repurchase program authorizing management to repurchase up to $500 million of the Company’s outstanding common stock through December 31, 2024, as market conditions warrant and covenants under the Company’s existing debt agreements permit. The new repurchase program replaces the Company’s existing $500 million repurchase program approved by the Board of Directors in December 2018, which was set to expire on December 31, 2021. Under the new program, the Company may conduct share repurchases in the open market, in privately negotiated transactions, through block trades or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The new program does not require the Company to acquire any specific number of shares and may be terminated or suspended at any time.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit 99.1 | Press release regarding the quarterly dividend and new share repurchase program issued by the Company on October 28, 2021. | |
| Exhibit 104 | Cover Page Interactive Data File (Embedded within the inline XBRL document) | |
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: October 28, 2021
| NEWMARKET CORPORATION | ||
| By: | /s/ Brian D. Paliotti | |
| Brian D. Paliotti | ||
| Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
NEWMARKET CORPORATION DECLARES QUARTERLY DIVIDEND AND AUTHORIZES NEW SHARE REPURCHASE PROGRAM
Richmond, VA, October 28, 2021 - The Board of Directors of NewMarket Corporation (NYSE:NEU) declared a quarterly dividend in the amount of $2.10 per share on the common stock of the Corporation. The dividend is payable January 3, 2022 to NewMarket shareholders of record at the close of business on December 15, 2021. The Board of Directors also approved a new share repurchase program authorizing management to repurchase up to $500 million of the Company’s outstanding common stock through December 31, 2024, as market conditions warrant and covenants under the Company’s existing debt agreements permit. The new repurchase program replaces the Company’s existing $500 million repurchase program approved by the Board of Directors in December 2018, which was set to expire on December 31, 2021. Under the new program, the Company may conduct share repurchases in the open market, in privately negotiated transactions, through block trades or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The new program does not require the Company to acquire any specific number of shares and may be terminated or suspended at any time.
NewMarket Corporation, through its subsidiaries Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated additive packages to market-general additives, the NewMarket family of companies provides the world with the technology to make engines run smoother, machines last longer, and fuels burn cleaner.
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 industry; failure to protect our intellectual property rights; sudden or sharp raw material price increases; competition from other manufacturers; current and future governmental regulations; the gain or loss of significant customers; 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, and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; 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 recent or future acquisitions, or our inability to successfully integrate recent or future 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 Item 1A. “Risk Factors” of our 2020 Annual Report on Form 10-K, 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 the Company. 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.
FOR INVESTOR INFORMATION CONTACT:
Brian D. Paliotti
Investor Relations
Phone: 804.788.5555
Fax: 804.788.5688
Email: investorrelations@newmarket.com