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| LZ > SEC Filings for LZ > Form 8-K on 13-Nov-2009 | All Recent SEC Filings |
13-Nov-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
(d) Effective November 10, 2009, the Board of Directors of The Lubrizol Corporation appointed Edward P. Campbell a director of the Company. Mr. Campbell will be up for election by shareholders at the 2010 Annual Meeting for a one-year term and will serve on the Nominating and Governance Committee and the Audit Committee.
There is no arrangement pursuant to which Mr. Campbell was selected as a director, and there are no related party transactions between The Lubrizol Corporation and Mr. Campbell that are reportable under Item 404(a) of Regulation S-K.
Mr. Campbell will participate in Lubrizol's standard compensation arrangements and plans for non-employee directors described in The Lubrizol Corporation Proxy Statement dated March 25, 2009, including The Lubrizol Corporation Deferred Compensation Plan for Directors. As with all of Lubrizol's non-employee directors, Lubrizol has entered into an indemnification agreement with Mr. Campbell pursuant to which he is entitled to indemnification and advancement of expenses to the maximum extent provided by Ohio law if he is, or is threatened to be made, a party to a proceeding by reason of his status as a director of Lubrizol.
In connection with his appointment, Mr. Campbell received a grant of 429 restricted stock units under The Lubrizol Corporation 2005 Stock Incentive Plan, which represents a pro-rata amount of the restricted stock unit award automatically granted to independent directors each Annual Meeting of Shareholders. This award will vest on the date of the 2010 Annual Meeting of Shareholders.
A copy of the press release announcing Mr. Campbell's appointment is attached hereto as Exhibit 99.1.
(d) Exhibits. The following exhibit is furnished herewith:
99.1 Press release dated November 10, 2009
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