NOTICE IS HEREBY GIVEN that theThe Albemarle Corporation 20232024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held at Albemarle Corporation, 4250 Congress Street, Charlotte, North Carolina 28209, on Tuesday, May 2, 2023,7, 2024, at 7:00 a.m., Eastern Time, for the following purposes:

Only shareholdersholders of record of our common stock at the close of business on Tuesday, March 7, 2023,12, 2024 (the “Record Date”), are entitled to receive notice of and vote at the Annual Meeting.

To ensure your vote is counted, you are requested to vote your shares promptly, regardless of whether you expect to attend the Annual Meeting. Voting by the Internet or telephone is fast and convenient, and your vote is immediately tabulated. In addition, by using the Internet or telephone, you help reduce our postage and proxy tabulation costs. YouIf you requested paper copies of the materials, you may also vote by completing, signing, dating, and returning by Monday, May 1, 2023,6, 2024, the proxy enclosed with paper copies of the materials in the postage-paid envelope provided.

This year, weWe are again electronically disseminating Annual Meeting materials to some of our shareholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission (the "SEC"“SEC”). Shareholders to whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials ("Notice"(the “Notice”) containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if desired.

If you are present at the Annual Meeting, you may vote in person even if you already voted your proxy by the Internet, telephone, or mail. Seating at the Annual Meeting will be on a first-come basis.

This summary provides an overview and highlights information contained elsewhere in this Proxy Statement (“Proxy Statement”). This summary does not contain all information that you should consider, and you should read the entire Proxy Statement carefully, before voting. Throughout the Proxy Statement, “we,” “us,” “our,” “Company,” and “Albemarle” refer to Albemarle Corporation, a Virginia corporation.

The following table summarizes the proposals to be considered at the Annual Meeting and voting recommendation of our Board of Directors (“Board of Directors” or “Board”) with respect to each proposal.

Our exceptionalfull year results show continued strong volumetric growth with 2023 marking the highest net sales and second-highest EPS in Albemarle’s history. This highlights the focus and ability of our global team to succeed in a macro environment that remains challenging. We ended the year with net sales of $9.6 billion, up 31% compared to 2022, performanceof which 21% was related to volume growth. Our Energy Storage global business unit delivered 35% volumetric growth in 2023. Operational discipline is a key component of our operating model. In 2023, we realized productivity benefits of more than $300 million; well in excess of the resultinitial target of asset positioning, operational discipline, and a healthy balance sheet. Our 2022 growth came from both volume and a new contracting strategy that has allowed us to take advantage of strong lithium markets. Our investments to accelerate growth and nurture technological innovation support our current performance and position us for future continued profitable growth.

Albemarle is a global leader in transforming essential resources such as lithium and bromine into critical ingredients for modern living. Together with our world-class resources, technical and process knowledge, and safety and sustainability performance, we partner with our customers to pioneer new ways to move, power, connect, and protect.

Each nominee is listed below with information as of the record dateRecord Date (March 7, 2023)12, 2024) concerning age, principal occupation, employment, and directorships during the past five years and positions with the Company, if applicable, and the year in which they first became a Director of the Company. Also set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills that led to his or her nomination as a Director, in light of the Company’s business and governance structure.

The following table highlights the qualifications and experience of each member of our Board that contributed to the Board’s determination that each individual is uniquely qualified to serve on the Board. While designation on this table indicates competency or experience in the relevant area, this high-level summary is not intended to be an exhaustive list of each nominee’s skills or contributions.

The Board has affirmatively determined that Directors Brlas, Cramer, Minor, O’Brien, O'Connell, Seavers, Steiner, Van Deursen, and Wolff are each “independent” as described bythat term is defined in the New York Stock Exchange ("NYSE"(“NYSE”) listing standards and the independence standards of our Corporate Governance Guidelines.

The duties of the Audit & Finance Committee are set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Governance/Corporate Governance/Governance Documents).

The Audit & Finance Committee is a separately designated standing committee in accordance with Section 3(a)(58)(A) of the Exchange Act.

The Audit & Finance Committee's primary role is to overseeCommittee evaluates the integrityqualifications, independence and performance of, the financial information reported by the Company. The Audit & Finance Committeeand appoints, the Company's independent registered public accounting firm, approves the scope of audits performed by it and by the internal audit staff, and reviews the results of those audits. The Audit & Finance Committee also meets

The duties of the Executive Compensation & Talent Development Committee are set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Governance/Corporate Governance/Governance Documents).

The Executive Compensation & Talent Development Committee’s primary role is to develop and oversee the implementation of our philosophy with respect to the compensation of our executive officers and other key employees, including the named executive officers listed in this Proxy Statement. The Executive Compensation & Talent Development Committee has the overall responsibility of evaluating the performance (and determining the compensation) of the CEO and approving the compensation structure for senior management and other key employees.

The Executive Compensation & Talent Development Committee also approves cash incentive awards and compensation packages of certain executive-level personnel and may grant stock options, stock appreciation rights, performance units, restricted stock, restricted stock units, and cash incentive awards under The Albemarle Corporation 2017 Incentive Plan (the "2017 Incentive Plan"). In addition, the Chief Human Resources Officer annually reports to the Executive Compensation Committee on the results of the Company's workforce analysis, including headcount, turnover, workforce diversity, and pay equity.

The Executive Compensation & Talent Development Committee has concluded, based on the consideration of the factors specified in the SEC’s rules and the NYSE’s listing standards, that each of its compensation consultants, Pearl Meyer (from January to August of 2022) andconsultant, Farient, (from August 2022), is independent and does not have a conflict of interest in its engagement by the Executive Compensation & Talent Development Committee.

The duties of the Nominating & Governance Committee are set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Governance/Corporate Governance/Governance Documents).

The Nominating & Governance Committee assists the Board of Directors on all matters relating to the selection, qualification, duties, and compensation of members of the Board of Directors, as well as the annual evaluation of the Board of Directors’ performance and processes. The Nominating & Governance Committee also assists the Board of Directors with oversight of corporate governance.

The Health,Sustainability, Safety & EnvironmentPublic Policy Committee assists the Board of Directors in fulfilling its oversight responsibilities in assessing the effectiveness of our health,the Company’s sustainability and safety and environmental programs and initiatives, including our progress towardoverseeing matters relating to protecting and enhancing the enhancement of ourCompany’s global reputation of responsible corporate stewardship, our corporate social responsibility, and the sustainability of our productsoverseeing community and operations.stakeholder engagement.

In addition, the Board has delegated oversight of the annual and long-term goals for the Company’s health, environment, safety, and emissions targets and sustainability initiatives, including quarterly status reports to the committee on efforts to attain those goals, to the Health, Safety & Environment Committee.goals.

The Capital Investment Committee carries out the responsibilities of the Board related to oversight of management’s execution of major capital expenditure projects. The duties of the Capital Investment Committee are set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Governance/Corporate Governance/Governance Documents).

The Capital Investment Committee assists the Board with oversight of management's execution of major capital expenditure projects in support of the Company's strategic plans. The Capital Investment Committee is responsible for, among other matters, advising and informing the Board on the critical path and costs for capital projects, as well as risk oversight and making recommendations to the Board with respect to new major capital expenditures.

This policy is administered by the Audit & Finance Committee or the disinterested members of the Board of Directors, approveswhich will consider relevant facts and circumstances in determining whether to approve or ratifiesratify such a transaction in accordance with the policy’s guidelines, if the transaction isguidelines. The Audit & Finance Committee will approve or ratify only those transactions that are, in its judgment, in the best interests of the Company and its shareholders, and if the transaction is on arm’s length terms comparable to those that could be obtained with an unrelated third party, or if the transaction involves compensation approved by our Executive Compensation Committee.

The Audit & Finance Committee was not presented with, and the Company did not participate in, any related person transactions since the beginning of 2022,2023, and no such related person transactions are currently proposed.

We pay the annual cash retainer fee and any applicable additional cash fees to our non-employee Directors in equal quarterly installments. The portion of cash compensation for a non-employee Director who has a partial quarter of service (due to joining the Board, or beginning service in a Board leadership role, during the quarter) is pro-rated. We do not pay meeting fees or additional compensation to Directors for special meetings.

We make the annual equity grant of restricted common stock to our non-employee Directors in accordance with the 2013Albemarle Corporation 2023 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation (the “2013“2023 Directors Plan”). The number of shares of common stock awarded is calculated by dividing the $150,000$170,000 annual equity retainer by the closing price of the Company’s common stock on the date of grant and rounding downup to the nearest fullnext 25 share increment. The annual equity grant of restricted common stock is made on the first tradetrading day of July and vests as(i) on the July 1st next following the grant date for Directors who completed their term of the following July 1, except, with respect to a non-employee Director who (i) does not stand for reelection for the following compensation year, pursuant to meeting the Company’s retirement guidelines, at the time of the annual meeting of shareholders when the Director effectively retires,service or (ii) electsupon the completion of their term of service for Directors not to standstanding for reelection for the following compensation year, at the annual meeting of shareholders, when their term as a Director effectively ends. Vesting is subject to the non-employee Director’s continued service on our Board through such vesting date.shareholders. The equity grant amount for a non-employee Director who has a partial year of service (due to joining the Board during the year) is pro-rated.

Under the 20132023 Directors Plan, non-employee Directors may defer, in 10% increments, all or part of their cash retainer fee and/or chair fees into a deferred cash account and may defer, in 10% increments, all or part of their stock compensation into a deferred phantom stock account. FeesDeferred cash compensation is credited with earnings and losses based on the experience of investment options under the 2023 Directors Plan. Stock compensation deferred, in whole or in part, into a phantom stock account are recorded by the Company as phantom shares. Deferred cash accounts and phantom stock accounts are unfunded and maintained for record-keeping purposes only.

Distributions under the 20132023 Directors Plan will generally be paid in a lump sum unless the participant specifies installment payments over a period up to ten years. Deferred cash account amounts are paid in the form of cash and deferred phantom stock account amounts are paid in whole shares of common stock. Unless otherwise elected byUnder the participant as permitted under the 20132023 Directors Plan,

The 20132023 Directors Plan provides for the grant of shares of common stock to each non-employee Director (each, a “participant”) of the Company. In the event of a change in capital, changes in shares of capital stock, or any special distribution to our shareholders, the administrator of the 2013 Directors Planplan will make equitable adjustments in the number of shares of common stock that have been, or thereafter may be, granted to participants. The maximum aggregate number of shares of common stock that may be issued under the 20132023 Directors Plan is 500,000 shares.

Our General Counsel administersUnder the 2013terms of the 2023 Directors Plan, interpreting all provisionsno participant may be paid more than $750,000 in total compensation (inclusive of the 2013 Directors Plan, establishing administrative regulations to further the purpose of the 2013 Directors Plan,any cash retainers or fees and taking any other action necessaryequity-settled awards based on their grant-date fair value under accounting rules, but excluding, for the proper operationavoidance of the 2013 Directors Plan. The Company has discretionary authority to increase the amountdoubt, payment of shares of common stock issued to each participant during the compensation year, subject toany previously deferred compensation) for services as a $150,000 limitation on the value of the shares to be issued to any participantDirector in anya single compensation year.

Non-employee Directors are eligible for certain other benefits and perquisites as follows. The cost of such other benefits and perquisites are included as other compensation in our Director Compensation Table if such disclosure is required by, or exceeds the threshold specified under, SEC rules.benefits:

We maintain stock ownership guidelines to further align the interests of our Directors and officers with our shareholders. Directors and officers are expected to achieve ownership in the amounts set forth in the table below within five years of being appointed to the relevant role. Each non-employee Director and NEO was in compliance with these requirements (subject to the five-year phase-in period) as of the record date, March 7, 2023.12, 2024.

Our insider trading policy prohibits, among other things, Directors, officers, and employees of the Company from engaging in short sales, put options, or call options; purchasing on margin or holding in margin accounts; pledging, hypothecating, or otherwise encumbering as collateral for indebtedness; or hedging, short selling, or pledging the Company’s shares. In addition, to further align our Directors’ and NEOs’ interests with those of our shareholders, our insider trading policy restricts purchases and sales of our stock by Directors and certain employees, including NEOs, to the 30-day period beginning on the third trading day following an earnings announcement (the day of the announcement constituting the first day) and only after being cleared to trade by our General Counsel or a designee thereof, or in accordance with a previously existing Rule 10b5-1 trading plan that meets applicable SEC requirements.

The following table provides certain information about each person or entity known to us to be the beneficial owner of more than 5% of the issued and outstanding shares of our common stock.

The following table sets forth as of March 7, 2023,12, 2024, the beneficial ownership of common stock by each Director of the Company, the NEOs listed in the Summary Compensation Table, and all Directors and executive officers of the Company as a group.

We value the input and insights of our shareholders and are committed to continued meaningful engagement with investors. In the fall of 2022,2023, we continued our practice of annual engagement with shareholders.shareholders on issues that are important to them. These discussions provide us a basis upon which weto continually evaluate our executive compensation and corporate governance practices. This initiative was led by a group of senior officers of the Company, acting on behalf and at the request of the Executive Compensation Committee, (the “Committee”), by reaching out to 5061 shareholders representing approximately 63%65% of our outstanding shares. A total of 810 shareholders elected to engage with us (representing approximately 18%14% of our outstanding shares), for which we organized follow-up calls. This outreach reflects our commitment to understand and address key issues of importance to our shareholders..

We received positive feedback from our investors, indicating support for the general structure and operation of our executive compensation program. DiscussionsThese discussions also focused on Environment, Socialsustainability and Governancegovernance topics, and how we governoversee our program and measure results and make meaningful progress. Our investors were pleased with our corporate responsibility and sustainability efforts and the ongoing progress we are making.

Albemarle again followedcontinued a strong pay-for-performance and values-based approach in 2022.2023. The summary below highlights our business results, how our talent managementprograms supported those results, and how we align executive pay and performance.