NewMarket (NEU) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2026, to elect seven directors, ratify the auditor, and hold a say-on-pay advisory vote.

• Shareholders of record as of February 24, 2026, are eligible to vote; 9,395,455 shares outstanding.

• Voting can be done online, by phone, mail, or in person; proxies may be revoked before the meeting.

• Proxy solicitation handled by Alliance Advisors for a fee of $12,000 plus expenses.

Voting matters and shareholder proposals

• Proposals include election of seven directors, ratification of PricewaterhouseCoopers LLP as auditor, and advisory approval of executive compensation.

• Majority vote required for director election; ratification of auditor and say-on-pay also require majority of votes cast.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of seven nominees with diverse backgrounds in leadership, finance, operations, and global business.

• Five directors are independent under NYSE standards; board meets regularly and holds executive sessions.

• Chairman and CEO roles are combined; a Lead Director is appointed to ensure independent oversight.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board values diversity in skills, experience, race, and gender.

• Code of Conduct and Insider Trading Policy in place; annual compliance reviews conducted.