UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

NEWMARKET CORPORATION

(Name of registrantRegistrant as specified in its charter)Specified In Its Charter)

(Name of person(s) filing proxy statement,Person(s) Filing Proxy Statement, if other than the registrant)Registrant)

Payment of Filing Fee (Check the appropriate box):

NEWMARKET CORPORATION

330 South Fourth Street

Richmond, Virginia 23219

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of NewMarket Corporation will be held at the Virginia Museum of History & Culture, 428 N. Boulevard, Richmond, Virginia on Thursday, April 26, 2018,25, 2019, at 10:00 a.m., Eastern Daylight Time, for the following purposes, as more fully described in the accompanying proxy statement:

The record date for the determination of shareholders entitled to notice of and to vote at the annual meeting is February 28, 2018.2019. Accordingly, only shareholders of record as of that date will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.

Your vote is very important to us. Regardless of whether you expect to attend the meeting, please act promptly to vote your shares. You may vote your shares by telephone or over the Internet, as described in the Notice of Internet Availability of Proxy Materials. If you are present at the meeting and hold shares in your name, you may vote in person even if you have previously submitted your proxy by mail, by telephone or over the Internet. If your shares are held in street name with your broker or by a nominee and you wish to vote in person at the meeting, you will need to obtain a legal proxy from the institution that holds your shares and provide that legal proxy at the meeting.

By Order of the Board of Directors,

M. RUDOLPH WEST,Secretary

March 13, 20182019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 20182019 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 201825, 2019

The company’s Proxy Statement for the 20182019 Annual Meeting of Shareholders and the company’s Annual Report to Shareholders and Annual Report on Form10-K for the fiscal year ended December 31, 20172018 are available at www.edocumentview.com/NEU.

TABLE OF CONTENTS

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

OF

NEWMARKET CORPORATION

Approximate date of mailing — March 13, 20182019

Date, Time and Place of Annual Meeting

The annual meeting of shareholders of NewMarket Corporation is scheduled to be held as follows:

Date:     Thursday, April 25, 2019

Time:    10:00 a.m., Eastern Daylight Time

Place:    The Virginia Museum of History & Culture

              428 N. Boulevard

              Richmond, Virginia 23220

Proposals to be Considered at the Annual Meeting

At the annual meeting, you will be asked to consider and vote on the following proposals:

In the event that a quorum is not present at the annual meeting, you may also be asked to vote upon a proposal to adjourn or postpone the annual meeting to solicit additional proxies.

Record Date

Our Board of Directors has fixed the close of business on February 28, 20182019 as the record date for the annual meeting and only holders of record of NewMarket common stock on the record date are entitled to vote at the annual meeting. On the record date, there were outstanding 11,779,14311,188,126 shares of NewMarket common stock.

Voting Rights and Quorum

Each share of NewMarket common stock is entitled to one vote. The presence in person or representation by proxy of holders of a majority of the shares of NewMarket common stock issued and outstanding as of the close of business on February 28, 20182019 will constitute a quorum at the annual meeting. If a share is represented for any purpose at the meeting, it is deemed to be present for the transaction of all business. Abstentions, withheld votes and shares held of record by a broker or its nominee that are voted on any matter are included in determining the number of votes present. Broker shares that are not voted on any matter at the meeting will not be included in determining whether a quorum is present. In the event that a quorum is not present at the annual meeting, it is expected that the annual meeting will be adjourned or postponed to solicit additional proxies.

Vote Required

If you hold your shares of NewMarket common stock in street name through a brokerage account, your broker may or may not vote your shares in its discretion depending on the proposals before the meeting in the absence of your voting instructions. Under the rules of the New York Stock Exchange, your broker may vote your shares in its discretion on “routine matters.” We believe that the ratification of the appointment of our independent registered public accounting firm is a routine matter on which brokers will be permitted to vote on behalf of their clients if no voting instructions are furnished. We believe that the election of directors and thesay-on-pay advisory vote are not routine matters. When a matter is not routine and brokers have not received voting instructions from their clients, brokers cannot vote the shares on that matter. This is commonly referred to as a brokernon-vote. Brokernon-votes will have no effect on the election of director nominees, the ratification of the appointment of PricewaterhouseCoopers LLP and thesay-on-pay advisory vote.

Voting and Revocation of Proxies

After carefully reading and considering the information contained in this proxy statement, you should vote over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials (the Notice). Alternatively, you may vote by telephone, or order a paper copy of the proxy materials at no charge on or before April 16, 201815, 2019 by following the instructions provided in the Notice. You can also vote in person at the meeting. The Notice and identification will be required to vote in person at the meeting.

Unless you specify to the contrary, all of your shares represented by valid proxies will be voted “FOR” alleach of the director nominees named in this proxy statement, “FOR” the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, ““FOR” the advisory resolution approving the compensation paid to certain executive officers, and in the discretion of the proxy holders on any other matters that properly come before the annual meeting or any adjournments or postponements of the annual meeting.

The persons you name as proxies may propose and vote for one or more adjournments or postponements of the annual meeting, including adjournments or postponements to permit further solicitations of proxies.

Until exercised at the annual meeting, you can revoke your proxy and change your vote in any of the following ways:

If you decide to vote by completing, signing, dating and returning a proxy card, you should retain a copy of the voter control number found on the proxy card in the event that you decide later to change or revoke your proxy by telephone or over the Internet.

Solicitation of Proxies

The accompanying proxy is being solicited by our Board of Directors, and we will pay for the entire cost of the solicitation. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding the solicitation material to the beneficial owners of NewMarket common stock held of record by those persons, and we may reimburse them for reasonable transaction and clerical expenses. In addition to the use of the mail, proxies may be solicited personally or by telephone, facsimile or other means of communication by our officers and regular employees. These people will receive no additional compensation for these services, but will be reimbursed for any expenses incurred by them in connection with these services. We have engaged Alliance Advisors LLC, a proxy solicitation firm, to assist in the solicitation of proxies. We will pay that firm $6,500 for its services and reimburse itsout-of-pocket expenses for such items as mailing, copying, phone calls, faxes and other related matters, and will indemnify Alliance Advisors LLC against any losses arising out of that firm’s proxy soliciting services on our behalf.

PROPOSAL 1:

ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee has recommended to our Board of Directors, and our Board of Directors has approved, the persons named below as nominees for election to our Board of Directors. Each of the nominees presently serves as a director. Proxies will be voted for the election as directors for the ensuing year of the persons named below (or if for any reason unavailable, of such substitutes as our Board of Directors may designate). Our Board of Directors has no reason to believe that any of the nominees will be unavailable to serve.

Phyllis L. Cothran; age 71;72; director since 1995; retired, having previously served as President and Chief Operating Officer of Trigon Healthcare, Inc., formerly Blue Cross and Blue Shield of Virginia (health insurance company), where before being President she held positions of increasing responsibility including Chief Financial Officer. Ms. Cothran previously served on the board of directors of Tredegar Corporation from 1993 through 2005. Ms. Cothran brings to the Board of Directors business leadership, corporate strategy and financial expertise.

Mark M. Gambill; age 67;68; director since 2009;co-founder of Cary Street Partners and currently Chairman Emeritus of Luxon Financial, its parent company (financial advisory and wealth management firm), having previously worked for Wheat First Securities from 1972, including serving as chairman of the underwriting committee, until it was sold to First Union Corporation (now Wells Fargo & Company) in 1998. Other directorships:directorship: Speedway Motorsports, Inc. (chairman of Audit Committee) and Triangle Capital Corporation.. Mr. Gambill brings to the Board of Directors over thirty-five years of involvement in the capital markets. Mr. Gambill also adds to the Board of Directors his entrepreneurial and financial expertise as well as his board and board committee experiences as a director of other public companies.

Bruce C. Gottwald; age 84;85; director since 1962; after having served as Chairman of NewMarket and its predecessor Ethyl Corporation for approximately twenty years, Mr. Gottwald stepped down as Chairman on July 29, 2014 and agreed to continue serving as a Director. Mr. Gottwald also previously served as Chief Executive Officer of Ethyl Corporation. From 1998 through 2004, Mr. Gottwald served as an independent director of CSX Corporation. As the former Chief Executive Officer of Ethyl Corporation and long-time Chairman of the company, Mr. Gottwald contributes to the Board of Directors key operational and leadership experience with the company and extensive

knowledge of the chemical industry and history of the company. His background and experience enable him to add institutional and industry insight to Board discussions.

Thomas E. Gottwald; age 57;58; director since 1994; Chairman of the Board since July 29, 2014; President and Chief Executive Officer of NewMarket since March 3, 2004, having previously served as President and Chief Executive Officer of Ethyl Corporation from June 1, 2001 through June 30, 2004 and President and Chief Operating Officer of Ethyl prior thereto. As President and Chief Executive Officer of the company, Mr. Gottwald brings to the Board of Directors knowledge of the company’s operations and history as well as expertise regarding the industry as a whole.

Patrick D. Hanley; age 73;74; director since 2004;non-executive Chairman of Gallium Technologies, LLC (softwarestart-up specializing in accounts receivable software) until January 2016, having previously served as President and Chief Executive Officer of Gallium Technologies until January 2011. Mr. Hanley also previously served as Senior Vice President-Finance and Accounting of UPS Ground Freight, Inc., formerly Overnite Corporation (truckload and less-than-truckload carrier and wholly owned subsidiary of United Parcel Service, Inc.), and also as Director, Senior Vice President and Chief Financial Officer of Overnite Corporation. Mr. Hanley also previously served in managerial positions at Union Pacific Resources Group, Union Pacific Corporation and Ford Motor Company. From 2010 through 2016, Mr. Hanley also served on the board of directors of Xenith Bankshares, Inc. Other directorship: Old Dominion Freight Line, Inc., where he serves on the audit and compensation committees. Mr. Hanley brings to the Board of Directors insight and knowledge into the management of public companies as well as accounting, finance and Securities and Exchange Commission reporting experience.

H. Hiter Harris, III; age 57;58; director since 2015;co-founded Harris Williams & Co., where he also serves as a Managing Director. Having advised on more than 200 mergers and acquisitions transactions at an international investment banking firm focused on the middle market, Mr. Harris brings to the Board of Directors a wealth of transactional experience and financial expertise, as well as significant knowledge of middle market companies.

James E. Rogers; age 72;73; director since 2003; former chairman of BackOffice Associates, LLC (provider of SAP data quality, migration and governance solutions); previously served as President of SCI Investors Inc. (private equity investment firm) until January 1, 2011. Other directorship: Owens & Minor, Inc. Mr. Rogers brings to the Board of Directors leadership experience and expertise regarding the management of public companies due to his ongoing board and board committee experience such as his current role as an independent director of Owens & Minor, and his previous membership on the boards of Caraustar Industries, Inc., Wellman, Inc., Cadmus Communications, Owens & Minor, Inc. and Chesapeake Corporation.

Our Board of Directors unanimously recommends that you vote “FOR” alleach of the nominees listed above.

Board of Directors

Our company is managed under the direction of our Board of Directors, which has adopted Corporate Governance Guidelines to set forth certain corporate governance practices. The Corporate Governance Guidelines are available on our website athttp:http://www.newmarket.comwww.newmarket.comunder Investor Relations, Corporate Governance.

Independence of Directors

Upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has affirmatively determined that each of the following directors is “independent” under the general listing standards of the New York Stock Exchange, the exchange on which shares of NewMarket common stock are listed, and our Corporate Governance Guidelines: Messrs. Gambill, Hanley, Harris, Rogers and Ms. Cothran. Our Board has adopted categorical standards, as part of our Corporate Governance Guidelines, to assist it in making determinations of independence. Each of the directors identified as independent in this proxy statement meets these standards. A copy of these standards is attached asAnnex Ato this proxy statement. In determining the independence of Mr. Harris, the Board considered that he is an employee of Harris Williams & Co., a wholly owned subsidiary of PNC Bank, N.A., which is a part of The PNC Financial Services Group, Inc. (NYSE: PNC). Affiliates of PNC provide various financial and banking services to us, including

acting asco-syndication agent in our revolving credit facility. Our Board determined that these payments and relationships were not material and did not impair Mr. Harris’ independence.

Board Meetings

Our Board of Directors meets on a regularly scheduled basis during the year to review significant developments affecting our company and to act on matters requiring board approval, and may hold special meetings between scheduled meetings when appropriate. During 2017,2018, our Board held five meetings. During 2017,2018, each of the directors attended at least 75% of the aggregate of (1) the total number of meetings of all committees of our Board on which the director then served and (2) the total number of meetings of our Board of Directors.

Meetings ofNon-Management Directors; Lead Director

Our Corporate Governance Guidelines require that thenon-management members of our Board of Directors meet in executive session at each regularly scheduled board meeting. The Lead Director chairs all meetings ofnon-management directors, as provided in our Corporate Governance Guidelines. The Lead Director has the responsibilities to lead the meeting, set the agenda and determine the information to be provided to the othernon-management directors at the meeting. Shareholders and other interested persons may contact any of thenon-management directors through the method described in “—Communications with Our Board” below. Our Corporate Governance Guidelines also require that the independent members of our Board of Directors meet in executive session at each regularly scheduled board meeting and that the Lead Director chair these sessions.

Director Attendance at Annual Meeting

Our policy is that directors attend the annual meeting of shareholders each year. All directors, who were directors on the date of last year’s annual meeting of shareholders, attended last year’s annual meeting of shareholders.

Communications with Our Board

Our Board of Directors has unanimously approved a process for shareholders to send communications to the Board and individual directors. Shareholders and other interested persons may communicate with the full Board of Directors, a specified committee of our Board, thenon-management directors or a specified individual member of our Board including the Lead Director in writing by mail c/o NewMarket Corporation, 330 South Fourth Street, Richmond, Virginia 23219, Attention: Chief Legal Officer. All communications will be forwarded to our Board of Directors, the specified committee of our Board or the specified individual director, as appropriate. We screen all regular mail for security purposes.

Board Leadership Structure

Currently, Thomas Gottwald, our Chief Executive Officer, serves as the Board’s Chairman. Thomas Gottwald succeeded Bruce Gottwald as Chairman who served in that role from June 2001 through July 2014 and continues to serve as anon-employee director of the company. Phyllis L. Cothran currently serves as the Board’s Lead Director.

The Board has no policy with respect to the separation of the offices of Chairman and the Chief Executive Officer. The Board’s decision to combine the roles by appointing our current Chief Executive Officer as Chairman was based on the company’s historic success in having Bruce Gottwald, the Chief Executive Officer of Ethyl Corporation (NewMarket’s predecessor) until 2001, serve as its Chairman. Thomas Gottwald has been serving as our President and Chief Executive Officer since 2004 and served in the same role at Ethyl Corporation from 2001 through 2004. As such, he brings to the chairmanship extensive knowledge of our industry in general and the company’s business in particular. The Board believes this leadership structure promotes the development of long-term strategic plans and facilitates the implementation of such plans.

Under our current Corporate Governance Guidelines, if the Chairman position is held by the company’s current Chief Executive Officer, a Lead Director will be appointed by the independent directors. The Lead Director, among other things, works with the Chairman to set and approve agendas and schedules for Board meetings, serves as a liaison between the Chairman and thenon-employee directors, and presides at any meetings of the Board at which the Chairman is not

present, including executive sessions of the independent directors. Our Corporate Governance Guidelines provide that independent directors will meet in executive session without management present at the time of each regular Board meeting and additionally as deemed appropriate or necessary.

The Board believes that this leadership structure helps provide a well-functioning and effective balance between strong company leadership, an independent Lead Director and oversight by active, independent directors. For the above reasons, the Board of Directors believes the current leadership structure is appropriate for the company.

Board’s Role in Risk Oversight

The company’s management team is primarily responsible for theday-to-day assessment and management of the company’s risk exposure. The Board of Directors provides oversight in connection with these efforts, with a particular focus on the most significant risks facing the company. The Board of Directors believes that full and open communication between the management team and the Board of Directors is essential for both effective risk management and for meaningful oversight. To this end, the Board of Directors regularly meets with members of our senior management team to discuss strategies, key challenges, and risks and opportunities for the company. Management periodically presents to the Board of Directors strategic overviews of the company’s most significant issues, including risks affecting the company. The Board also believes that its current leadership structure enhances its ability to engage in risk oversight because of Thomas Gottwald’s understanding and insights of the material risks inherent in our business.

In order to help facilitate its risk oversight responsibilities, the Board of Directors utilizes each of its committees to oversee specific areas of risk that are appropriately related to the committee’s areas of responsibility. The Audit Committee assists the Board of Directors in discharging its oversight responsibilities in the areas of internal control over financial reporting, disclosure controls and procedures and legal and regulatory compliance. The Audit Committee discusses with management, the internal audit group and the independent auditor guidelines and policies with respect to risk assessment and risk management. The Audit Committee also discusses with management the company’s major financial risk exposures and the steps management has taken to monitor and control such exposure. The Compensation Committee assists the Board of Directors in discharging its oversight responsibilities regarding the risks related to the attraction and retention of personnel as well as the risks associated with the design of compensation programs and arrangements applicable to both executive officers and to all employees. The Nominating and Corporate Governance Committee monitors and evaluates the implementation of our Corporate Governance Guidelines. While the Board committees are responsible for initially monitoring certain risks, the entire Board of Directors is kept informed of the significant risks facing the company through management and committee reports about such risks and the steps being taken to mitigate these risks.

Risk Assessment of Compensation Policies and Practices

The Compensation Committee oversees management’s evaluation of whether the company’s employee compensation policies and practices pose any risks that are reasonably likely to have a material adverse effect on the company. In conducting this evaluation, management reviews the company’s overall compensation structure, taking into account the overall mix of compensation and the overall business risk. Management undertakes such a review periodically and reports to the Compensation Committee any finding that a risk related to the company’s compensation structure may exist, as well as any factors which may mitigate the risk posed by the particular compensation policy or practice. The company has determined that there are currently no risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the company.

Committees of Our Board

Our Board of Directors has established various committees to assist it with the performance of its responsibilities. These committees and their current members are described below.

The Nominating and Corporate Governance Committee annually reviews the composition of the Board committees and considers whether to recommend committee membership changes to the Board. As a part of that process in 2017, the Board rotated certain committee members and chairs. Changes to the committee membership and leadership positions during 2017 were as follows:

Executive Committee

The Executive Committee currently consists of Messrs. Bruce C. Gottwald (Chairman), Thomas E. Gottwald and Phyllis L. Cothran. During 2017,2018, the Executive Committee did not meet. The Executive Committee exercises all of the powers of our Board of Directors in the management of the ordinary business of our company when our Board of Directors is not in session.

Audit Committee

Messrs. Gambill (Chairman), Harris and Rogers currently serve on the Audit Committee. The Audit Committee operates under a written charter adopted by our Board of Directors, which is available on our website athttp:http://www.newmarket.comwww.newmarket.comunder Investor Relations, Corporate Governance. During 2017,2018, the Audit Committee met on five occasions. The primary function of the Audit Committee is to assist our Board of Directors in discharging its oversight responsibilities relating to our accounting, reporting, including our internal control over financial reporting, and financial practices by monitoring:

(1) these practices, generally,

(2) the integrity of the financial statements and other financial information provided by us to any governmental body or the public,

(3) our compliance with legal and regulatory requirements,

(4) our independent registered public accounting firm’s qualifications and independence, and

(5) the performance of our independent registered public accounting firm and internal audit function.

The Audit Committee also reviews and discusses with management the company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the company’s policies with respect to risk assessment and risk management. Additionally, the Audit Committee approves the engagement of our independent registered public accounting firm, subject to shareholder ratification. For a further description of the Audit Committee’s specific responsibilities, see the Audit Committee’s charter. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has determined that each of the members of the Audit Committee is “independent,” as that term is defined under the enhanced independence standards for Audit Committee members in the Securities Exchange Act of 1934 (the Exchange Act) and the rules thereunder, as incorporated into the listing standards of the New York Stock Exchange, and in accordance with our Audit Committee charter. Our Board of Directors has also determined that each of the members of the Audit Committee is an “Audit Committee financial expert,” as that term is defined under Securities and Exchange Commission rules. Our Board has further determined that each of the members of the Audit Committee is financially literate and that each of the members of the Audit Committee has accounting or related financial management expertise, as such terms are interpreted by our Board in its business judgment.

Compensation Committee

Messrs. Harris (Chairman), Hanley and Rogers currently serve on the Compensation Committee. The Compensation Committee operates under a written charter adopted by our Board of Directors, which is available on our website athttp:http://www.newmarket.comwww.newmarket.comunder Investor Relations, Corporate Governance. Our Board of Directors has determined that each of the members of the Compensation Committee is “independent” under the general independence standards of the listing standards of the New York Stock Exchange and our Corporate Governance Guidelines. During 2017,2018, the Compensation Committee met on five occasions. This committee reviews and approves the compensation of our directors, management-level employees and, together with all of our independent directors, approves the compensation of our Chief Executive Officer. It also approves bonus awards for key executives, certain consultant agreements and initial salaries of new management-level personnel and grants awards under our equity compensation plans. The committee has the sole authority to retain and terminate compensation consultants or other advisors to assist it with its duties. The committee has the sole authority to approve the fees and other retention terms of any such consultant or advisor. The committee may form and delegate its authority to subcommittees where appropriate. For a discussion of the objectives and philosophy of our executive compensation program, see “Compensation Discussion and Analysis” beginning on page 14.13.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of Messrs. Hanley (Chairman) and Gambill and Ms. Cothran. The Nominating and Corporate Governance Committee operates under a written charter adopted by our Board of Directors, which is available on our website athttp:http://www.newmarket.comwww.newmarket.comunder Investor Relations,

Corporate Governance. Our Board of Directors has determined that each of the members of the Nominating and Corporate Governance Committee is “independent” under the general independence standards of the listing standards of the New York Stock Exchange and our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee met on two occasions during 2017.2018. This committee develops and recommends to our Board of Directors appropriate corporate governance guidelines and policies, monitors and evaluates the implementation of these guidelines and policies, identifies individuals qualified to act as directors, recommends director candidates to our Board for nomination by our Board, and leads the Board in its annual review of the Board and management’s performance.

Nominating and Corporate Governance Committee Process for Identifying and Evaluating Director Candidates.The Nominating and Corporate Governance Committee evaluates all director candidates in accordance with the director qualification standards described in our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee evaluates any candidate’s qualifications to serve as a member of our Board based on the skills and experience of individual board members as well as the skills and experience of our Board as a whole. In addition, the Nominating and Corporate Governance Committee will evaluate a candidate’s independence, skills and experience in the context of our Board’s needs. While the Board of Directors has not adopted a diversity policy, the Nominating and Corporate Governance Committee and the Board believe it is desirable for the Board to be composed of individuals who represent a mix of backgrounds, skills and experience in order to enhance the Board’s deliberations and discussions.

Director Candidate Recommendations and Nominations by Shareholders.The Nominating and Corporate Governance Committee’s charter provides that the Nominating and Corporate Governance Committee will consider

director candidate recommendations by shareholders. Shareholders should submit any such recommendations for the Nominating and Corporate Governance Committee through the method described under “—Communications with Our Board” above. In addition, in accordance with our amended bylaws, any shareholder entitled to vote for the election of directors may nominate persons for election to our Board of Directors so long as that shareholder complies with the procedures set forth in our amended bylaws and summarized in “Shareholder Proposals” beginning on page 35.33. There are no differences in the manner in which the committee evaluates director candidates based on whether the candidate is recommended by a shareholder. The Nominating and Corporate Governance Committee did not receive any recommendations from any shareholders in connection with the annual meeting.

Code of Conduct

We have adopted a Code of Conduct, which is available on our website athttp:http://www.newmarket.comwww.newmarket.comunder Investor Relations, Corporate Governance, that outlines the principles, policies and laws that are intended to guide our directors, officers and employees (including our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer). We maintain several methods for the reporting of violations of our Code of Conduct or other concerns, including a toll-free hotline. We prohibit retaliation of any kind against employees for good faith reports of ethical violations.

We intend to satisfy the disclosure requirement under Item 5.05 of Form8-K relating to amendments to or waivers from any provision of our Code of Conduct applicable to the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer by posting this information on our website.

Availability of Corporate Governance Guidelines, Code of Conduct and Committee Charters

Our Corporate Governance Guidelines, Code of Conduct and the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our website athttp:http://www.newmarket.comwww.newmarket.comunder Investor Relations, Corporate Governance and in print to any shareholder upon request by contacting our corporate secretary at NewMarket Corporation, 330 South Fourth Street, Richmond, Virginia 23219.

Compensation of Directors

Our Board determines the form and amount of compensation for ournon-employee directors based on the recommendation of the Compensation Committee, which conducts an annual review of compensation for ournon-employee directors. As part of its review, the Compensation Committee considers, among other factors, whether a director’s independence will be jeopardized (1) if director compensation and perquisites exceed customary levels, (2) if our

company makes charitable contributions to organizations with which a director is affiliated or (3) if our company enters into contracts with, or provides other indirect forms of compensation to, a director or organization with which a director is affiliated.

The following table and related footnotes present information relating to total compensation of ournon-employee directors for the fiscal year ended December 31, 2017.2018. Mr. Thomas E. Gottwald, our President and CEO, does not receive any compensation for his services as Chairman, other than a retirement benefit as described below under “—Directors’ Retirement Benefits,” the change in the actuarial present value of which is disclosed in the Summary Compensation Table on page 23.21.

Non-Employee Directors’ Fees

In 2017, the Compensation Committee approved a new schedule of fees to beDuring 2018, we paid tonon-employee directors. Effective October 1, 2017, we began paying quarterly (a) $21,250 to eachnon-employee director, (b) $1,250 to each member of our Audit Committee and $5,000 to the Chairman of our Audit Committee; (c) $3,750 to the Chairman of our Compensation Committee; (d) $2,500 to the Chairman of our Nominating and Corporate Governance Committee; and (e) $6,250 to the Lead Director. Eachnon-employee director was eligible for an annual stock grant of approximately $60,000$90,000 based on the formula set forth below under the heading “—Annual Stock Retainer.” We do not pay retainer or attendance fees to employee members of our Board of Directors for their service on our Board or its committees including to our Chairman.

Directors’ Retirement Benefits

Any director who was elected to our Board on or before February 23, 1995 and who retires from our Board will receive $12,000 per year for life after age 60 under our Director Retirement Plan. The $12,000 is payable in quarterly installments. The retirement payments to former directors may be discontinued under certain circumstances. As of December 31, 2017,2018, Messrs. Bruce C. Gottwald and Thomas E. Gottwald, and Ms. Phyllis L. Cothran were eligible for this benefit upon their retirement after age 60.

Annual Stock Retainer

Eachnon-employee director is awarded on each July 1 a number of whole shares of our common stock that, when multiplied by the closing price of our common stock on the immediately preceding business day, equals as nearly as possible but does not exceed $60,000. Beginning July 1, 2018, this amount will increase to $90,000. The shares are fully vested and nonforfeitable upon grant. Subject only to the stock ownership guidelines described below and the limitations on transfer as may be specified by applicable securities laws, directors may sell their shares at any time.

Share Ownership Guidelines

Consistent with their responsibilities to our stockholders, each of thenon-employee directors is required to maintain a financial stake in the company. To this end, eachnon-employee director must own shares of our stock with a fair market value of at least five times their annual cash director fee. The Compensation Committee annually reviews and monitors each director’s compliance with these guidelines. New directors are given five years to comply with these requirements. Each currentnon-employee director who has been a member of the Board for five years is in compliance with these guidelines.

Certain Relationships and Related Transactions

Thomas E. Gottwald, President, Chief Executive Officer and Chairman of the Board of Directors of our company, is a son of director Bruce C. Gottwald. The members of the family of Bruce C. Gottwald may be deemed to be control persons of our company. August Clarke Gottwald, son of Thomas E. Gottwald, serves as a Senior Business AnalystSpecialist of the company. In 2017,2018, his total annual compensation was approximately $163,030, a substantial amount of$126,800, which includes customary expenses paid pursuant to the company’s expatriate assignment policy. Daniel Carter Gottwald, son of Thomas E. Gottwald, currently serves as a R&D Supervisor of the company. In 2017, his total annual compensation was approximately $192,970, a substantial amount of which includes customary expenses paid pursuant to the company’s expatiate assignment policyincluded certain payments related to his servicea prior overseas as a Senior Marketing Analyst during 2016. Both sonsassignment. August Clarke Gottwald also participateparticipates in the general welfare plans offered to employees of the company.

During 2017,2018, a provider of pension asset management services was also a beneficial owner of at least 5% of NewMarket common stock. The London Company provided asset management services to the company’s pension plan and received approximately $597,430$505,443 in fees for such services in 2017.2018. The investment management agreement was entered into on anarm’s-length basis in the ordinary course of business and was reviewed and approved by the Audit Committee.

Our policy is to require that any transaction with a related person required to be reported under applicable Securities and Exchange Commission rules be reviewed and approved or ratified by a committee consisting of independent directors. We have not adopted procedures for review of, or standards for approval of, these transactions, but instead review related person transactions on acase-by-case basis.

Stock Ownership

Principal Shareholders

The following table lists any person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) who, to our knowledge, was the beneficial owner as of February 28, 2018,2019, of more than 5% of our outstanding voting shares.

Directors and Executive Officers

The following table sets forth as of February 28, 2018,2019, the beneficial ownership of NewMarket common stock by all of our directors, our Chief Executive Officer and our other executive officers listed under “Compensation of Executive Officers” on page 2321 and all of our directors and current executive officers as a group. Unless otherwise indicated, each person listed below has sole voting and investment power over all shares beneficially owned by him or her.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on our review of the forms required by Section 16(a) of the Exchange Act that we have received, we believe that there has been compliance with all filing requirements applicable to our officers and directors and beneficial owners of greater than 10% of NewMarket common stock.stock, with the exception of a late filing for Mr. Skrobacz and a late filing for Mr. Warner. A Form 4 was filed for each Mr. Skrobacz and Mr. Warner on March 1, 2018, to report transactions that occurred on February 26, 2018, which resulted in changes in beneficial ownership.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The Compensation Discussion and Analysis describes our compensation philosophy and objectives and the process followed by the Compensation Committee (Committee) in decisions involving our named executive officers (NEOs). Our NEOs for 20172018 are:

Highlighted in the sections that follow are business results and compensation decisions for 2017,2018, which demonstrate the close alignment between pay and performance for our NEOs.

20172018 Business Highlights

Business performance in 20172018 was solid, as evidenced by:

20172018 Compensation Decisions

Highlights of our 20172018 executive compensation program include:

20172018 Chairman and Chief Executive Officer (CEO) Pay

Our executive compensation program and, in particular, the compensation of our CEO, places a substantial amount of compensation “at risk” in the form of performance-based pay, and compares favorably to our peers when measured against our performance:

Compensation Philosophy and Objectives

Our executive compensation philosophy is to create a long-term direct relationship between pay and performance. Our executive compensation program is designed to deliver a balanced total compensation package over our executives’ careers with our company. The compensation program objectives are to attract, motivate and retain the qualified executives that are crucial to our continued success, as well as to align the interests of our executives and shareholders. The compensation package of our NEOs generally consists of four main elements:

Process for Setting Executive Compensation

The Committee is responsible for developing, overseeing, and implementing our executive compensation program. The Committee also monitors the results of the program to ensure compensation remains competitive and creates proper incentives to enhance shareholder value. The Committee annually reviews and approves all compensation for the CEO and other NEOs.

The Committee has the responsibility to approve and monitor all compensation for our NEOs. Our CEO is responsible for evaluating and reviewing the performance of all of the NEOs (other than himself) with the Committee and makes compensation recommendations for base salary, the annual bonus award, any stock award or other special or supplemental benefits to the Committee for those NEOs. The Committee performs the same function for the CEO. The Committee reviews and approves the process and factors used to recommend base salary increases, bonuses and other awards and has the discretion to approve the final awards, based on such factors as it considers relevant. All independent directors also approve the CEO’s compensation.

Under its charter, the Committee has the sole authority to retain and terminate compensation consultants or other advisors to assist it with its duties. For 2017,2018, the Committee engaged Frederic W. Cook & Co., Inc. (FWC) as its compensation consultant to advise it on our executive and director compensation programs and to provide it with market

compensation data. FWC does not perform any other services for the company. FWC assists the Committee with selecting the members of the company’s compensation peer group, provides the Committee comparative market data on compensation levels for our executive officers and compensation practices and programs of our peer group and advises the Committee on the design of our executive compensation program. The Committee has determined that the work performed for the Committee by FWC in 20172018 did not raise any conflict of interest.

Result of 20172018Say-On-Pay Vote

At our annual meeting in 2017,2018, our shareholders voted on our executive compensation program (thesay-on-pay vote), and approved it (on an advisory basis) by 99.6%99.3% of the votes cast. After considering the very strong shareholder endorsement of the executive compensation program, the Committee continued to make compensation decisions that support our stated executive compensation philosophy and objectives and did not make any specific changes to our executive compensation program in response to thesay-on-pay vote.

Our Compensation Peer Group

With the assistance of FWC, the Committee selects a compensation peer group of companies similar in size and business to us. The peer group is used to compare executive compensation levels against companies that have executive positions with responsibilities similar in breadth and scope to ours and have businesses that compete with us for executive talent. The Committee reviews the peer group compensation data prepared by FWC to ensure that our executive compensation program is competitive.

The peer group is comprised of 15 companies in the same GICSsub-industry that are comparable to us in terms of revenue and market capitalization. Our peer group for 20172018 was substantially the same as it was for 20162017 except Kraton Corporation was added to maintain the size and balance of the peer group following the removal of Chemtura CorpCorporation which was acquired by LANXESS Deutschland GmbH in April 2017 and was renamed LANXESS Solutions US.2017. In relation to the peer group, we are nearly at the median measured by revenue, in the top quartile measured by net income and between the median and 75^th75th percentile measured by operating income and market capitalization as of May 31, 20172018 or the most recently reported four quarters.

The following 15 companies comprise the peer group used in connection with evaluating our 20172018 executive compensation program:

Summary of Fiscal 20172018 Compensation Decisions

For 2017,2018, the Committee adopted an incentive plan that would reward the successful attainment ofpre-established financial metrics. In general, the Committee believes the annual cash-based bonus program, combined with grants of performance stock linked to adjusted earnings per share, as described in more detail in the section “Long Term Incentive Awards” below, provides a balanced compensation package that contributes to and rewards the long-term performance of the company and the executives. TheOur performance stock award was adopted in 2017 in an effortprogram is designed to more clearly define the link between pay and performance and alignsby aligning pay with our goal of providing 10% shareholder return over any five-year period.

The Committee also believes that the Executive Bonus Plan, as currently designed, gives it the needed flexibility to factor in and reward longer-term performance of the company and the NEOs, as the Committee deems appropriate. As described in the “Annual Cash Bonus” section below, under the Executive Bonus Plan, individual performance measured against a variety of different metrics, including longer-term metrics, may be evaluated in determining the final bonus amounts for each of the NEOs. The discretionary component of the Executive Bonus Plan provides the Committee with flexibility to determine which longer-term metrics to select and weight in the evaluation of each NEO’s performance.

The Committee also monitors the balance of the annual cash and long-term stock components of the executive compensation program and feels the current balance is appropriate.

Base Salary

Our base salary structure is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. In determining and setting base salary, the Committee considers various factors, including our past and current performance, the NEOs’ individual contributions to our success throughout their careers, internal pay equity and market data regarding comparable positions within our peer group. For 2017,2018, the Committee reviewed and approved base salary increases as follows: Mr. Gottwald’s salary remained unchanged in 2018. Mr. Hazelgrove and Mr. Paliotti were each awarded a 2.8% increase effective September 1, 2017, as follows: Mr. Gottwald was awarded a 3% increase; Mr. Shama was awarded a 3% increase; Mr. Hazelgrove was awarded a 3% increase; and Mr. Paliotti was awarded a 10% increase.2018; Mr. West was awarded a 3%6.4% increase effective January 1, 2017.2018; Mrs. Harm’s salary was set in June at the start of her new role as President of Afton Chemical and no additional base salary increase was awarded in 2018.

For each of our NEOs, we review base salary data for comparable executive positions in our peer group to ensure that the base salary rate for each executive is competitive. In general, for most of our executives, we regard a base salary rate within 20% of the 50th percentile (median) of the peer group base salary data as appropriately competitive. The 20172018 base salaries for our NEOs ranged from between 81%88% and 108%105% of the corresponding peer group median.

Annual Cash Bonus

The objectives of our annual bonus program for our NEOs (the Executive Bonus Plan) are to encourage and reward the NEOs for their invention, ability, leadership, loyalty, exceptional service and recruiting others who will contribute to our continued success. We have an established history of aligning our executives’ pay with our performance. Our Executive Bonus Plan uses apre-established formula to determine the maximum bonuses payable to our NEOs. The Committee has the ability to exercise negative discretion to reduce the maximum bonus payouts to reflect other financial performance measures, as well as the individual performance of each NEO and any other factors the Committee deems appropriate, as described below.

Executive Bonus Plan Formula

Our Executive Bonus Plan uses an objective,pre-established formula to determine the initial maximum annual bonuses payable to our NEOs. For each NEO, the initial maximum bonus is equal to a specified percentage of our annual operating profit, up to $2,000,000. The Committee establishes the individual percentage of annual operating profit for each NEO based on each executive’s past and expected individual performance, expected company performance and projected operating profit, each NEO’s position and seniority and internal pay equity considerations. In setting these bonus percentages (and determining the final bonus payouts as described below), the Committee considers the various factors described above and does not target bonuses at a particular percentile or percentile range of the peer group data. No “threshold” or “target” bonus is established for any of the NEOs (as a percentage of base salary or otherwise).

We use operating profit as the sole metric for determining the maximum bonuses payable to the NEOs because the Committee believes that operating profit is an important indicator of corporate performance and that managementmanagement’s focus on operating profit is key to the success of the company. For purposes of the Executive Bonus Plan, annual operating profit is the sum of segment operating profit less corporate, general, and administrative expenses and any specialone-time/non-recurring items, which for 20172018 was approximately $347$300 million.¹ While annual operating profit is the sole metric used to determine the initial maximum bonuses, final bonuses may be based on the company’s performance measured against various other financial metrics, as well as the individual performance of each NEO measured against a variety of individual performance metrics.

For 2017,2018, the maximum annual bonus percentage for Mr. Gottwald was set at 0.35% of operating profit, at 0.20% for Mr. ShamaMrs. Harm and at 0.15% for the other NEOs in each case up to a maximum annual bonus of $2,000,000. Based on our 20172018 operating profit of approximately $347$300 million, these percentages translated into initial maximum bonuses of $1,213,100$1,050,000 for Mr. Gottwald, $693,200$600,000 for Mr. ShamaMrs. Harm and $519,900$450,000 for Messrs. Hazelgrove, Paliotti and West.

¹ The 20172018 operating profit of $347$300 million is based on our 20172018 operating profit (calculated in accordance with GAAP) of $337$293 million, excluding a charge of $10$7 million for the bonus expense.

Final 20172018 Bonuses

At the end of the year, after the initial maximum bonuses have been determined, the Committee may exercise negative discretion to reduce the bonus for each NEO, based on the recommendations of the CEO (for NEOs other than himself) and any other factors the Committee deems appropriate.

The CEO recommends final bonus amounts for the other NEOs to the Committee (not in excess of the maximum) based on an evaluation of our overall financial performance for the year, each NEO’s individual performance, internal pay equity comparisons, comparable peer group compensation data, each NEO’s position and seniority, and any other factors deemed relevant by the CEO. Individual performance is generally evaluated based on the long-term and annual operating plan for the NEO’s area of responsibility, as well as overall corporate initiatives, and may be measured subjectively. The CEO has discretion to select and evaluate the factors that inform the bonus recommendations and in general does not rely onpre-established weightings or quantitative goals or targets with respect to any individual performance measures to determine the final bonuses. The Committee follows a similar process for determining the CEO’s annual bonus. The various company and individual performance factors that informed the final 20172018 bonuses for the NEOs are as described below.

Company Performance

The company is able to report solidFiscal 2018 began with continued downward pressure on operating margins. Actions taken throughout the year resulted in improved results for 2017. Petroleum additive segment sales increased over 7% and shipments were up 8% overduring the priorsecond half of the year. In 2017, the company experienced margin pressure from higher raw material costs contributing to an annual decrease in petroleum additives operating profit; however, through continuing adjustments and cost increases, petroleum additives profit for the fourth quarter, 2017Petroleum Additives segment operating profit was up over7.2% from the prior year fourth quarterquarter. For the year, sales for the Petroleum Additives segment were up 4.3%, though full year operating profit was down 9.9%, due mainly to increased raw material cost and conversion costs, partially offset by changes in selling prices. Our 2018 safety performance did not meet our expectations with a worldwide injury/illness rate of 2016. The company’s safety record continues1.05, however the leadership team is focused on restoring our performance to be one of the besthistoric benchmark levels. Investments in the industry with a recordable injury ratebusiness and successful implementation of 0.31. We strengthened the abilityinitiatives have allowed us to better serve our customers world-wide by completingboth in the second phase of the Singapore manufacturing facilityU.S. and the acquisition of Aditivos Mexicanos, S.A. de C.V., a petroleum additives manufacturing sales and distribution company based in Mexico City, Mexico.abroad. Strong cash flows allowed for funding of capital expenditures of $148$75 million and improvements in shareholder value through $82.9$80 million paid in dividends and the repurchase of over 70,689603,449 shares of common stock.

Individual Performance

Mr. Gottwald, President, CEO and Chairman. Under Mr. Gottwald’s leadership and actions taken during the year, the company experienced growthsolid results in petroleum additives2018. He led the company through a business divestiture, significant leadership changes and a renewed focus on sales and shipmentsmarketing management that yielded positive second half results. While total year profit declined in 2018, the company saw revenue growth and the Company successfully deliveredcontinued to make progress on several key strategic initiatives. Cost efficiency improvements were achieved, enhancements were made to the Company’s capital structurecost management, and changes in leadership led to progress and improvements in the structure and management of strategic departments. The successful completion of supply chain milestones and the acquisition of a Mexican additives company are all expected to yield long-term positive results.is therefore well positioned for 2019. The Committee considered these accomplishments in addition to the company financial results in the evaluation of Mr. Gottwald’s compensation.

Mr. Shama,Mrs. Harm, President of Afton. Mrs. Harm was appointed President of Afton half-way through the year. Prior to this appointment, she was Chief Operating Officer and led the Research and Development and Supply Chain departments for Afton. Upon her appointment, she put together a strong leadership team with new leaders in key departments. She focused her team on the common goal of delivering profitable growth and this focus resulted in positive second half results. Under Mr. Shama’sher leadership, Afton Chemical achieved growth in shipmentsthe R&D and sales and continuesSupply Chain departments progressed several initiatives critical to have a very strong safety performance record. Mr. Shama had several key successes in 2017. He was instrumental in the successful acquisition of a Mexican additive company and under his leadership cost savings goals were achieved, there were improvements in technology delivery and milestones completed in the supply chain organization.company’s success. The Committee considered the expected long-term benefitsher performance as COO and President of these successes in addition to the company financial resultsAfton in the evaluation of Mr. Shama’sMrs. Harm’s compensation.

Mr. Hazelgrove, CAO. The Committee considered Mr. Hazelgrove’s leadership in several areas including human resources (HR), information technology (IT), real estate, and government relations in the evaluation of his compensation. During 2017,2018, the HR organization contributed tosupported the successful acquisition and integration of a Mexican additive company and provided strong business support through recruiting, training, hiring and retention efforts.efforts that resulted in an annual turnover rate of approximately 3.6%, below the reported quit rate within our industry classification (Bureau of Labor Statistics). The IT organization completed integrationsupported the business information technology needs of the acquisition businesscompany and enhanced our cyber security systems, successfully protecting and delivered on information systems projectssafeguarding the company’s data and support throughout the company.intellectual property. Mr. Hazelgrove also successfully delivered on real estate projects in 20172018 and managed leases and facilities in a manner consistent with the company’s cost savings

efforts. Our government relations organization supported several key industry initiatives that allow the company and industry to favorably compete in the global economy.

Mr. Paliotti, CFO. Mr. Paliotti has madecontinued to make strategic impacts improving process efficiencies and promoting effective cash management. The Committee considered his strong leadership of the finance organization in the evaluation of his compensation. Under his leadershipHis team successfully managed the finance organization partnered withimpacts of the 2017 Tax Act and supported the business to provide value added processthrough valuable financial planning and analysis analytics solutions designed to improve efficiencies and support business needs. Mr. Paliotti was also a key leader in the successful acquisition and integrationcompletion of a Mexican additives company.efficiency projects. He successfully managed the company’s balance sheet which allowed $82.9$80 million to be returned to shareholders in the form of dividends and another $27.8$232 million to be used for common stockbuy-backs, further increasing shareholder value.

Mr. West, VP, General Counsel and Secretary. The Committee considered Mr. West’s strong leadership of the Legal Department and support given to the Companycompany in the evaluation of his compensation. In 2017, Mr. West maintained focus on reinforcingand his team continually emphasize the codeimportance of conductethics and maintaining high ethical standardscompliance with our Code of Conduct, conducting in-person and demonstrated good stewardship of ongoing litigation and environmental compliance activity. He was an active and essential participant inonline training to support the successful acquisition of a Mexican additives company.business. In 2018, the patent team successfully defended the company’s intellectual property. Under his leadership, the legal team successfully managed the cost of environmental compliance work and tort litigation, was successfully managed,reduced legacy liabilities and provided legal support for the patent group has continued to protect our intellectual property and the legal team has focused on risk management and compliance process improvements to better support the business.successful negotiation of a several large commercial transactions.

While both the company and the individual NEOs performed well in 2017,during 2018, the final bonuses recommended to and approved by the Committee for each NEO were less than the initial maximum amounts, in order that the bonuses payable to each NEO would be consistent with the median total cash compensation level for comparable positions within our peer group and with historical bonus payouts. The final amounts ranged from 47% to 79%78% of the maximum bonus amounts and placed each NEO’s total cash compensation within 20% of the median total cash compensation level for comparable positions within our peer group.group, except for Mr. Gottwald, whose total cash compensation was approximately 25% below such median. Annual cash compensation (base salary plus annual cash incentive compensation) for Mr. Gottwald (CEO) decreased by 3%4%, remained relatively flatdecreased by about 3% for Mr. ShamaHazelgrove and Mr. HazelgroveMr Paliotti and grew modestly for Mr. Paliotti and Mr. West by 11% and 6% respectively2% over 20162017 annual cash compensation. With consideration given to the company and individual performance, as well as the year over year changes in annual compensation, the Committee approved the bonus recommendations of the CEO for NEOs other than himself without any change.

The final 20172018 bonus amounts as approved by the Committee for each NEO are set forth in the Summary Compensation Table on page 23.21.

Long-Term Incentive Awards

Our long-term incentive program is designed to retain our executives, recognize and reward our executives for their contributions toward our long-term success, and further align their interests with those of our long-term shareholders by tying a portion of their compensation to the value of our common stock.

For equity awards in general, the Committee approves the size of the awards for each NEO in its discretion. The award sizes generally reflect the scope of the duties and responsibilities associated with each NEO’s position and seniority, along with other relevant considerations such as peer group compensation data, internal pay equity, company performance and an executive’s individual contributions, with no particular weight assigned to any factor. Peer group data is used to compare the competitiveness of the stock grants with equity compensation practices at our peer group companies, but the awards are not targeted at a specific percentile or percentile range of the peer group data.

For our NEOs, our executive compensationlong-term incentive program for 2017 increased the weight placed on equity-based compensation and added2018 included a performance element in order to better align NEO pay with company performance and shareholder interest.

Performance Stock

Historically, modest long-term incentive awards were made in the form of shares of restricted stock with cliff vesting on the third anniversary of the grant date. For 2017,In 2018, the company developed a newgranted performance-based stock programawards with a three-yearfive-year performance period beginning in January 2017.2018. These Performance Stockperformance stock grants reward growth

in long-term stockholder value through increases in EPSearnings per share (excludingone-time/non-recurring items) (EPS) over a three-yearfive-year period, and are designed to reflect the direct

influence of our NEOs on our long-term financial performance. The Committee has selected EPS growth over a three-yearfive-year period as the performance measure for these awards due to its belief that this measure provides a strong link to stockholder returns, and to indirectlydirectly connect such awards to the company’s stated goal of providing 10% shareholder return over any 5 year period.

Participants may earn between 50% and 100% of the shares of Performance Stock awarded. Each award of Performance Stock will vest only upon satisfaction of certain performance criteria, which shall be achieved only if the company’s earnings per share for the fiscal year ending December 31, 20192022 is at least equal to the applicable performance targets. If the target EPS is achieved at the end of the performance period, each NEO will receive 100% of the Performance Stockperformance stock award. If approximately 80% of the target EPS is achieved, each NEO will receive 50% of the Performance Stock award. Attainment between threshold and target performance parameters is subject to interpolation on a linear basis, and no more than 100% of the Performance Stock award granted may be earned.

Each year, the Companycompany establishes a strategy andstrategic growth objectives requireddesigned to meet our goal of providing 10% shareholder return over any five-year period. The specific goals for earnings per share wereare in alignment with this strategy. We believe that the threshold goal has been established at levels that should be appropriately difficult to attain, and that the target goals will require considerable and increasing collective effort on the part of our employees, including our Named Executive Officers,NEOs, to achieve.

The 20172018 Performance Stock awards as approved by the Committee for each NEO are set forth in the Grants of

Plan-Based Awards table of this proxy statement.

For 2018,2019, the company established agranted similar performance-based stock programawards with a five-year performance period to provide a direct link to the goal of providing a 10% return over any5-year period. The Performance Stock is intended to vest upon satisfaction of certain performance criteria, which shall be achieved if the Company’s earnings per sharebased on EPS at the end of the performance period is at least equal to the applicable targets. The grants under the new plan occurred in 2018 and will be disclosed in the Company’s proxy statement filed next year in 2019. The specific information regarding this grant is contained on Form8-K filed on February 26, 2018.period.

Retirement Benefits

We offer a number of retirement plans to provide security for current and future needs of our employees. We believe that our benefit plans further our goals of attracting and retaining highly-qualified executives. Our retention programs create management stability and solidify alignment of interest between the NEOs and our long-term shareholders.

Pension Plan. We maintain atax-qualified, defined benefit pension plan (the Pension Plan), aimed at allowing employees, including the NEOs, to retire comfortably at age 65. The Pension Plan is a final average pay plan based on an average of the participant’s three consecutive highest-paid years in the ten yearten-year period preceding retirement and years of service. Benefits are paid on a monthly basis according to the participant’s elected form of payment.

Savings Plan. In addition to the Pension Plan, we maintain atax-qualified savings plan (the Savings Plan), designed to provide employees, including the NEOs, with atax-effective method for saving for a comfortable retirement. We contribute 50% of the first 10% of base pay that the participant contributes to the Savings Plan in the form of our common stock. The participant’s contribution is 100% vested at all times, while company contributions vest incrementally until five years of service, when they become fully vested.

Excess Benefit Plan. Because the Internal Revenue Code places limitations on the contributions and benefits highly-paid employees, such as the NEOs, can make to or receive under the Pension Plan and the Savings Plan, we also provide an excess benefit plan (the Excess Benefit Plan), to which we credit additional amounts for each participant such that the participant receives the benefits that would have been received but would otherwise exceed Internal Revenue Code limitations. A participant does not become eligible to receive payments under the Excess Benefit Plan unless employment terminates at a time or as a result of an event that would have caused the benefits to vest under the Pension Plan. All benefits under the Excess Benefit Plan are paid out of our general assets.

Agreements with NEOs

We do not have employment agreements, change in control agreements or other similar agreements with any of our NEOs.

Other Policies

Share Ownership Guidelines

Consistent with their responsibilities to our stockholders, each of the NEOs is required to maintain a financial stake in the company. To this end, each of the NEOs must own shares of our common stock with a fair market value of at least the following annual cash salary multiples:

Ownership requirements may be fulfilled using the following shares:

The Committee annually reviews and monitors each NEO’s compliance with the guidelines. New NEOs are given five years to comply with these requirements. Each of the current NEOs is in compliance with these guidelines.

Clawback Policy

The company has adopted a formal policy requiring each current and former executive officer to forfeit any erroneously awarded incentive-based compensation received by any such officer during the three-year period preceding the date on which the company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws.

Deductibility of Executive Compensation under Code Section 162(m)

Section 162(m) of the Internal Revenue Code imposes a $1 million limitation on the deduction the company may take for the annual compensation (other than certain grandfathered compensation) paid to each of its NEOs (other thanCEO, CFO, its CFO). The Committee continues to monitor the impact of Section 162(m) on ournext three most highly compensated executive compensation programofficers and anyone else who has designed the Executive Bonus Plan to qualify for the performance-based compensation exception to the $1 million deduction limitation. Salary and service-based restricted stock awards do not qualify for the performance-based compensation exception.been a covered executive after 2016. We may pay compensation including annual bonuses, that does not qualify for this exception and that isnon-deductible under Section 162(m), based on the Committee’s evaluation of our business needs. It is anticipated that changes to the tax laws effective as of January 1, 2018 will have an impact on Section 162(m) deductibility going forward. These changes could, but may not, impact compensation decisions for fiscal 2018 and beyond.

THE COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

H. Hiter Harris, III (Chairman)

Patrick D. Hanley

James E. Rogers

February 22, 201828, 2019

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table presents information with respect to total compensation of our Chief Executive Officer, our Chief Financial Officer and the three other most highly compensated executive officers of our company, whom we refer to in this proxy statement as the named executive officers, for the fiscal year ended December 31, 2017.2018.

discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” both of which are included in our annual report on Form10-K for the fiscal year ended December 31, 20172018 and incorporated by reference into this proxy statement. Decreases in the actuarial present value are shown as $0. The actual decrease for Mr. Gottwald was $38,295.92.

For Mr. Shama the amount in this column reflects a spouse travel benefit plus gross up. For Mr. HazelgrovePaliotti the amount in this column also includes $705 that he received as a service award including tax gross up. For Mr. West the amount in this column also includes $1,094$322 that he received as a service award including tax gross up.

For prior periods, this column also includes certain adjustments to add dividends earned on unvested equity awards that were not factored into the grant date fair value of such awards. These adjustments are as follows: Mr. Gottwald: $5,112 for 2016 and $5,166 for 2015;2016; Mr. Paliotti: $7,141 for 2016 and $6,164 for 2015; Mr. Shama: $13,656 in 2016 and $12,642 in 2015;2016; Mr. Hazelgrove: $705 in 2017 and $4,024 in 2016 and $3,353 in 2015;2016; and Mr. West: $1,094 in 2017 and $2,040 in 2016.

Grants of Plan-Based Awards

The following table sets forth information concerning awards under our Executive Bonus Plan and individual restrictedperformance stock grants made during the year ended December 31, 20172018 to the named executive officers.

Outstanding Equity Awards at FiscalYear-End

The following table presents information concerning the number and value of nonvested restricted stock and restricted stock units for the named executive officers outstanding as of the end of the fiscal year ended December 31, 2017.2018. There were no other equity awards such as options, SARs or similar instruments or incentive plan awards for the named executive officers outstanding as of the end of the fiscal year ended December 31, 2017.2018.

Stock Vested During Fiscal 20172018

The following table presents information concerning the number and value of stock awards vested for the named executive officers during the fiscal year ended December 31, 2017.

Pension Benefits

The following table presents information as of December 31, 20172018 concerning each defined benefit plan of our company that provides for payments or other benefits to the named executive officers at, following or in connection with retirement: