UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 20, 2006
THE LUBRIZOL CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio
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1-5263
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34-0367600 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 29400 Lakeland Boulevard, Wickliffe, Ohio
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44092-2298 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (440) 943-4200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 1.01. |
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Entry into a Material Definitive Agreement |
On February 20, 2006, the Organization and Compensation Committee of the Board of
Directors of The Lubrizol Corporation authorized the payment of the long-term
performance plan award to each of the company’s executive officers with respect to
the 2003-2005 performance period. The awards were payable in cash and shares. The
Committee approved the payment of the shares under The Lubrizol Corporation 2005
Stock Incentive Plan. The following lists the named executive officers and their
respective awards:
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| Name |
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Cash |
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Shares |
James L. Hambrick |
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$ |
627,046.88 |
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8,616 |
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Charles P. Cooley |
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463,007.37 |
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6,362 |
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Stephen F. Kirk |
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382,268.45 |
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5,253 |
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Donald W. Bogus |
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368,412.78 |
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5,062 |
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Joseph W. Bauer |
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281,292.54 |
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3,865 |
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
(d) On February 20, 2006, the Board of Directors of The Lubrizol Corporation
appointed Robert E. Abernathy to service on the Board of Directors, effective
February 20, 2006. In addition, Mr. Abernathy was appointed to the Organization and
Compensation Committee and the Audit Committee. There is no arrangement pursuant to
which Mr. Abernathy was selected as a director, and there are no related party
transactions between The Lubrizol Corporation and Mr. Abernathy that are reportable
under Item 404(a) of Regulation S-K. A copy of the press release announcing Mr.
Abernathy’s appointment is attached hereto as Exhibit 99.1.
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| Item 9.01 |
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Financial Statements and Exhibits |
(c) Exhibits. The following exhibit is furnished herewith:
99.1 Press release dated February 20, 2006