Ohio | 1-5263 | 34-0367600 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
29400 Lakeland Boulevard, Wickliffe, Ohio | 44092-2298 | |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) | Effective February 21, 2011, the Board of Directors of The Lubrizol Corporation appointed N. Mohan Reddy, Ph.D., a director of the Company. Dr. Reddy will stand for election by shareholders at the 2011 Annual Meeting for a one-year term and will serve on the Nominating and Governance Committee and the Organization and Compensation Committee. | |
There is no arrangement pursuant to which Dr. Reddy was selected as a director, and there are no related person transactions between The Lubrizol Corporation and Dr. Reddy that are reportable under Item 404(a) of Regulation S-K. | ||
Dr. Reddy will participate in Lubrizols standard compensation arrangements and plans for non-employee directors described in The Lubrizol Corporation Proxy Statement dated March 17, 2010, including The Lubrizol Corporation Deferred Compensation Plan for Directors. As with all of Lubrizols non-employee directors, Lubrizol will enter into an indemnification agreement with Dr. Reddy pursuant to which he is entitled to indemnification and advancement of expenses to the maximum extent provided by Ohio law if he is, or is threatened to be made, a party to a proceeding by reason of his status as a director of Lubrizol. | ||
In connection with his appointment, Dr. Reddy received a grant of 152 restricted stock units under The Lubrizol Corporation 2010 Stock Incentive Plan, which represents a pro-rata amount of the restricted stock unit award automatically granted to independent directors each Annual Meeting of Shareholders. This award will vest on the date of the 2011 Annual Meeting of Shareholders. | ||
A copy of the press release announcing Dr. Reddys appointment is attached hereto as Exhibit 99.1. |
99.1 | The Lubrizol Corporation press release dated February 24, 2011. |
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THE LUBRIZOL CORPORATION |
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Date: February 24, 2011 | By: | /s/ Leslie M. Reynolds | ||
Name: | Leslie M. Reynolds | |||
Title: | Corporate Secretary and Counsel |
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