NewMarket (NEU) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2025, to elect seven directors, ratify the auditor, and hold a say-on-pay advisory vote.

• Record date for voting is February 24, 2025, with 9,486,106 shares outstanding and each share entitled to one vote.

• Shareholders can vote by internet, phone, mail, or in person; proxies may be revoked before the meeting.

• Proxy solicitation is managed by Alliance Advisors for a fee of $11,000 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.

• Director nominees require a majority of votes cast; auditor ratification and say-on-pay also require a majority of votes cast.

• Shareholders may submit proposals or director nominations for the 2026 meeting by specified deadlines and procedures.

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 held five meetings in 2024, with all directors attending at least 75% of meetings.

• Board leadership combines CEO and Chairman roles, with a Lead Director providing independent oversight.

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

• Shareholders can communicate directly with the board or individual directors.