false000091591300009159132026-05-052026-05-050000915913us-gaap:CommonStockMember2026-05-052026-05-050000915913us-gaap:SeriesAPreferredStockMember2026-05-052026-05-05

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Date of Report (Date of earliest event reported): May 5, 2026

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(Exact name of registrant as specified in charter)

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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (980) 299-5700

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

COMMON STOCK, $.01 Par Value

ALB

New York Stock Exchange

DEPOSITARY SHARES, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock

ALB PR A

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As reported in Item 5.07 below, the shareholders of Albemarle Corporation (the "Company") approved the Albemarle Corporation 2026 Incentive Plan (the "Plan"), at the Annual Meeting of Shareholders held on May 5, 2026 (the “Annual Meeting”). The Plan had been previously approved by the Company's Board of Directors on February 26, 2026, subject to shareholder approval. The Plan is intended to replace the Company’s 2017 Incentive Plan. Any equity awards granted to our employees or former employees serving as consultants on or after the date of the Annual Meeting will be issued pursuant to the Plan.

A description of the terms and conditions of the Plan is set forth in Proposal 5 of the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on March 24, 2026 (the “Proxy Statement”), and is incorporated by reference herein.

This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, a copy of which is included as Exhibit B to the Proxy Statement and is incorporated by reference into this Item 5.02.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 5, 2026, the Company held its Annual Meeting. The proposals listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in the Proxy Statement filed by the Company on March 24, 2026. The voting results for each proposal are set forth below.

As of the record date for the Annual Meeting, March 11, 2026, there were 117,886,887 shares of common stock outstanding and entitled to vote, of which the holders of 99,397,859 shares of common stock were represented in person or by proxy at the Annual Meeting.

Proposal 1. Election of directors. By the votes set forth in the table below, the shareholders elected all of the nominees for director to serve for a term expiring at the annual meeting of shareholders in 2027.

Proposal 2. Advisory vote on executive compensation. By the votes set forth below, the shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as set forth in the Proxy Statement.

Proposal 3. Ratification of appointment of independent registered public accounting firm. By the votes set forth below, the shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 4. Amendment to the Articles of Incorporation. By the votes set forth below, shareholders did not approve the amendment of the Company’s Articles of Incorporation to remove supermajority provisions related to affiliated transactions.

Voted For						Voted Against						Abstain						Broker Non-Votes
86,504,791						348,442						99,660						12,444,966

Proposal 5. Approval of the Albemarle Corporation 2026 Incentive Plan. By the votes set forth below, the shareholders approved the Albemarle Corporation 2026 Incentive Plan.

Proposal 6. Shareholder proposal. By the votes set forth below, the shareholders approved the shareholder proposal regarding shareholder’ ability to call a special meeting.

(d) Exhibits.

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.