Independent
Tenure on this board
17.4 yrs
7 nominees · 3 ballot items.
Elect seven directors; ratify PwC as independent auditor for 2026; advisory vote to approve executive compensation (say-on-pay).
Elect seven director nominees named in the proxy statement to serve one-year terms.
Ratify the appointment of PricewaterhouseCoopers LLP as NewMarket’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The proposal asks shareholders to ratify the Audit Committee’s appointment of PwC as the company’s independent registered public accounting firm for 2026. Management seeks shareholder ratification to formalize the Audit Committee’s engagement and to provide accountability and transparency to investors; ratification is also treated as routine to permit brokers to vote uninstructed shares. Context includes the Audit Committee’s oversight responsibilities and disclosure of PwC fees for 2024–2025 which show audit, audit-related, tax and other fees; management emphasizes PwC’s role auditing financial statements and internal control over financial reporting. The Audit Committee and the Board unanimously recommend a vote FOR, citing PwC’s qualifications and independence and the committee’s review and pre-approval policies. This is a routine, low-controversy governance matter without significant shareholder dissent noted in the filing.
Non-binding, advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.
The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the company’s executive compensation program as described in the CD&A and related disclosures. Management seeks this approval to gauge shareholder support for its compensation policies, which emphasize pay-for-performance via substantial performance-based equity and bonus structures, and to inform future compensation decisions. The CD&A details compensation philosophy, peer benchmarking, Executive Bonus Plan mechanics tied to operating profit, long-term performance stock awards based on five-year EPS growth, and other governance features such as clawback policy and no change-in-control agreements. The board and Compensation Committee unanimously recommend a FOR vote, noting a 99.1% prior approval in 2025 and asserting the program aligns executives’ interests with shareholders. The matter is advisory and non-binding; management commits to consider shareholder feedback but retains final authority on compensation design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | LONDON CO OF VIRGINIA | 5.0% | 461,027 | $296M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 450,480 | $289M |
| 3 | BlackRock, Inc. | 4.5% | 411,120 | $264M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 354,291 | $227M |
| 5 | LSV ASSET MANAGEMENT | 2.9% | 266,387 | $171M |
| 6 | STATE STREET CORP | 2.5% | 233,643 | $150M |
| 7 | Boston Partners | 2.5% | 232,814 | $149M |
| 8 | BlackRock, Inc. | 2.4% | 219,822 | $141M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.8% | 169,839 | $109M |
| 10 | AMERICAN CENTURY COMPANIES INC | 1.8% | 168,644 | $108M |
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