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1.	To consider and vote on a non-binding advisory resolution approving the compensation of our named executive officers;

2.	To elect the eleven nominees named in the accompanying Proxy Statement to the Board of Directors to serve for the ensuing year or until their successors are duly elected and qualified;

3.	To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

4.	To conduct any other business which may properly come before the Annual Meeting or any adjournments or postponements thereof.

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•	Organically grow Lithium production capacity: 165,000 MT LCE by 2021

•	Expand Catalysts segment through targeted research and development

•	Support Lithium segment growth through strong cash flow from mature businesses

•	Support growth through productivity and operational excellence

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•	Our 3-year Total Shareholder Return for 2016-2018 of 73% positioned Albemarle at the 87th percentile of our peer group

•	Double-digit Net Sales, Adjusted EBITDA and Adjusted EPS growth compared to 2017, supported by nearly 20% growth in Lithium segment and double-digit Adjusted EBITDA growth in Bromine and Catalysts segments

•	Signed definitive agreement to form Lithium Hydroxide JV with Mineral Resources Limited

•	Completed two accelerated share repurchases in 2018 totaling $500 million in value

•	Target Total Direct Compensation is 9% below the median of the peer group

•	Pay mix: 86% of CEO pay is based on company performance

•	CEO pay shows a strong correlation between 3 year relative realizable pay and 3 year relative total shareholder return

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•	86% of CEO target total direct compensation is incentive-based

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•	Performance metrics were aligned with our Peer Group and our company goals: annual Adjusted EBITDA(1) and Adjusted Cash Flow from Operations(1) and Relative Total Shareholder Return (“TSR”) measured over a 3-year performance period.(1)

•	Focused Peer Group of similarly-sized companies.

(1)	See pages 13-16 for a discussion of how Adjusted EBITDA, Adjusted Cash Flow from Operations and TSR are calculated.

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•	Base salary in the year it is earned;

•	Annual incentive compensation paid for the year it is earned;

•	“In-the-money” value of outstanding equity awards granted during the period, calculated based on stock price at year-end rather than the grant date fair value. The use of an end-of-year stock price directly correlates the value of an executive’s equity with the return our shareholders receive from investing in our common stock over the same period;

◦	Stock Options: calculated using intrinsic value (closing stock price less strike price);

◦	Restricted Stock: calculated using face value (closing stock price);

◦	Performance Stock Units for awards granted and earned during the period: calculated using face value based on actual performance;

◦	Performance Stock Units for awards granted and not earned (due to incomplete performance periods): calculated using face value at target performance.

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•	Support our Business Strategy – We align our programs with business strategies focused on long-term growth and sustained shareholder value. Our plans provide incentives to our NEOs to overcome challenges and exceed our Company goals.

•	Pay for Performance – A large portion of our executive pay is dependent upon the achievement of specific corporate, business unit and individual performance goals. We pay higher compensation when goals are exceeded and lower compensation when goals are not met.

•	Pay Competitively – We set target compensation to be at or around the market median relative to the companies that make up our Peer Group.

•	Discourage Excessive Risk-taking – Our compensation programs are balanced and designed to discourage excessive risk-taking.

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•	The competitive data (Peer Group and other survey data), focusing on the median data as a starting point;

•	Each NEO’s performance;

•	Each NEO’s scope of responsibility and impact on the Company’s performance;

•	Internal equity – NEO’s compensation relative to his or her peers, direct reports and supervisors;

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•	The recommendations of the Board’s independent executive compensation consultant, Pearl Meyer, with respect to the NEOs; and

•	The CEO’s recommendations for his direct reports.

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•	The level of Adjusted EBITDA aligned with the Target payout level was set by the Committee at the 2018 operating plan amount. Adjusted EBITDA is defined as total Albemarle earnings before interest, tax, depreciation and amortization, as adjusted for non-recurring, non-operating and special items.

•

The Committee focuses on Adjusted Cash Flow from Operations as a performance measure aligned with our objectives of generating cash for debt reduction and growth. The level of Adjusted Cash Flow from Operations aligned with the Target payout level was set by the Committee at the 2018 operating plan amount. Adjusted Cash Flow from Operations is defined as cash from Operations as reported on our Statement of Cash Flows, adjusted for pension contributions, joint venture earnings distribution timing, non-recurring and one-time or unusual items.

•	The superior performance levels for both of these metrics were set at levels by the Committee that were believed to be realistic, but only as the result of exceptional performance.

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Stewardship metrics were included because they are critical to our license to operate and consistent with our values. These objectives were ambitious, as the Committee set a quantitative target and superior levels of performance for each of these metrics at levels that required year-over-year improvement, with no payout earned for any one individual Stewardship metric if target performance for that metric was not achieved.

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•	The grant is performance-based to ensure payout opportunities are aligned with shareholder interests.

•	The grant is also competitive in nature and as such reflects performance and payout opportunities aligned with the Peer Group and the broader market in which we compete for talent.

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•	Health and dental insurance (Company pays a portion of costs);

•	Basic life insurance;

•	Long-term disability insurance;

•	Participation in the Albemarle Corporation Savings Plan (the “Savings Plan”), including Company matching and defined contribution pension contributions;

•	Participation in the Executive Deferred Compensation Plan;

•	Participation in Albemarle Corporation Pension Plan, defined below, for those executives hired prior to 2004 (Messrs. Kissam, Juneau and LaBauve only); and

•	Matching charitable contributions.

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•	Sets NEO base salaries;

•	Reviews financial and operational goals, performance measures and strategic and operating plans for the Company;

•	Establishes specific goals, objectives and potential awards for the AIP and LTIP;

•	Reviews annual and long-term performance against goals and objectives and approves payment of any incentive earned;

•	Reviews contractual agreements and benefits, including supplemental retirement and any payments that may be earned upon termination, and makes changes as appropriate;

•	Reviews incentive plan designs and makes changes as appropriate; and

•	Reviews total compensation to ensure compensation earned by NEOs is fair and reasonable relative to corporate and individual performance.

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(1)

Includes the following: personal financial consulting expenses paid by the Company on behalf of Messrs Kissam and Tozier and Ms. Narwold; annual credit card fees for Messrs Kissam and Tozier and Ms. Narwold; executive Wellness exam for Mr. Kissam; and personal use of Company aircraft for Mr. Kissam and Ms. Narwold. The aircraft fees are calculated based on a cost per hour that reflects the incremental cost to the company for operating the aircraft.

•	The balance between annual and long-term performance opportunities;

•	Alignment of our programs with business strategies focused on long-term growth and sustained shareholder value;

•	Dependence upon the achievement of specific corporate and individual performance goals that are objectively determined with verifiable results;

•	The corporate goals include both financial and stewardship metrics (safety and environment) and have pre-established Threshold, Target and Maximum award limits;

•	The Executive Compensation Committee’s ability to consider non-financial and other qualitative performance factors in determining actual compensation payouts;

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•	Stock ownership guidelines that are reasonable and align executives’ interests with those of our shareholders; and

•	Forfeiture and recoupment policy provisions for cash and equity awards.

•	Defines the incentive arrangements for eligible participants;

•	Authorizes the granting of annual and long-term cash incentive awards, stock options, stock appreciation rights, performance shares, performance share units, restricted stock, RSUs and other incentive awards, all of which may be made subject to the attainment of performance goals recommended by management and approved by the Executive Compensation Committee;

•	Provides for the enumeration of the business criteria on which performance goals are to be based; and

•	Establishes the maximum share grants or awards (or, in the case of cash incentive awards, the maximum compensation) that can be paid to a participant under the Plan.

•	The awards of PSUs vest 50% at the time the Executive Compensation Committee determines the performance relative to the goals after the end of the three-year performance period, with the remaining 50% vesting on the following January 1.

•	The 2018 stock options fully vest on the third anniversary of the grant date.

•	The 2018 award of RSUs will vest 50% on the third anniversary of the grant date, while the remaining 50% will vest on the fourth anniversary of the grant date.

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(1)	For additional information with respect to the plan-based awards, please see “Compensation Discussion and Analysis” beginning on page 6.

(2)	Reflects the full grant date fair market value of the PSU award made February 23, 2018, with a performance measure of TSR calculated at 100% of Target level that vests 50% in 2021 and 50% in 2022 if the performance metrics are met. Assumes a fair value per share of $155.65 using the Monte Carlo valuation method.

(3)	Reflects the full grant date fair market values of the RSU award made February 23, 2018. The restricted stock units will vest in equal increments on the third and fourth anniversaries of the grant date.

(4)

On February 23, 2018, the Committee approved grants of 26,774, 7,029, and 6,694 options to Mr. Kissam, Mr. Tozier, and Ms. Narwold, respectively, under the Plan. Assumes a fair value per share of $37.35 under the Black Scholes fair value model. The exercise price of each stock option is $118.75, which represents the closing price of our Common Stock as of the date of the grants. The options will cliff vest on the third anniversary of the date of grant, or February 23, 2021. The expiration date of the options is February 22, 2028, ten years from date of grant. If the individual terminates employment with us for any reason prior to the full vesting of such award, the unvested portions of such award will be forfeited. However, if the individual retires, becomes disabled, dies, or is terminated by the company without cause, then the individual will become vested in a pro-rata portion of the stock options.

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(1)	The vesting dates for the stock options outstanding are as follows per option grant date:

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(2)	Based on the closing price per share of Common Stock on December 31, 2018, which was $77.07.

(3)	Reflects a RSU award granted in 2016 that will vest 50% in 2019 with the remaining 50% vesting in 2020. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”

(4)	Reflects a RSU award granted in 2016 that cliff vests on the third anniversary date of the grant, May 12, 2019. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”

(5)	Reflects a RSU award granted in 2017 that will vest 50% in 2020 with the remaining 50% vesting in 2021. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”

(6)	Reflects a RSU award granted in 2018 that will vest 50% in 2021 with the remaining 50% vesting in 2022. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”

(7)	Reflects a PSU award granted in 2015 that vested 50% in 2018 with the remaining 50% having vested on January 1, 2019. Assumes 100% vesting of the award at the earned amount of 200% Superior level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(8)	Reflects a PSU award granted in 2016 that if earned will vest 50% in 2019 with the remaining 50% vesting on January 1, 2020. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(9)	Reflects a PSU award granted in 2017 that if earned will vest 50% in 2020 with the remaining 50% vesting on January 1, 2021. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(10)	Reflects a PSU award granted in 2018 that if earned will vest 50% in 2021 with the remaining 50% vesting on January 1, 2022. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

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(1)	A PSU award granted in 2015 vested on February 24, 2018. The value realized on vesting was calculated using a value of $118.75 per share, which was the closing price of our common stock on the New York Stock Exchange (“NYSE”) on February 24, 2018.

(2)	A RSU award granted in 2015 vested on May 8, 2018. The value realized on vesting was calculated using a value of $100.11 per share, which was the closing price of our common stock on the NYSE on May 8, 2018.

(3)	Reflects the pro-rata vesting of RSUs granted on February 26, 2016 for 1,844 units. The value realized on vesting was calculated using a value of $92.74 per share, which was the closing price of our common stock on the NYSE on April 1, 2018.

(4)	Reflects the pro-rata vesting of RSUs granted on February 24, 2017 for 584 units. The value realized on vesting was calculated using a value of $92.74 per share, which was the closing price of our common stock on the NYSE on April 1, 2018.

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(1)	The differences in service between the qualified Pension Plan and the SERP are generally due to rounding differences. The qualified plan bases credited service on hours worked during the year, whereas the SERP special 4% pension benefit bases credited service on the completed years and months of employment. Credited Service for both plans froze as of 12/31/2014.

(2)	For the qualified Pension Plan, pension earnings are limited by the 401(a)(17) pay limit. A temporary supplemental early retirement allowance of $5 per month per year of service is payable from the Pension Plan for participants who retire at age 60 with at least 15 years of service. SERP pay for the special 4% benefit includes 100% of cash incentive bonuses paid during the year.

(3)	The named individuals are vested in their SERP benefits.

(4)	The present value of accumulated benefits including supplements, if any, is based on the actuarial present value of benefits payable at age 60, the earliest age at which unreduced benefits are payable. The following assumptions were used to determine the above present values:

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(1)	Amounts reflected are based on activities recorded by Merrill Lynch, the plan’s administrator, as of December 31, 2018.

(2)	All amounts are reported as compensation to the named executive officers in the Summary Compensation Table.

(3)	Amounts reflected are based on aggregate earnings and gain/loss in last FY.

(4)	Ending balances include Saving Plan’s make-up contributions and Company contributions on deferred base salary and/or cash incentive awards of the following amounts: Mr. Kissam: $160,560; Mr. Tozier: $62,298; Ms. Narwold: $52,163; Mr. LaBauve: $16,454 and Mr. Juneau: $24,150.

(5)	Executive contributions included in aggregate balance that are reported as compensation to the named executive officers in the Summary Compensation Table in 2015, 2016 and 2017 are as follows: Mr. Juneau: $76,020 (2018), $109,852 (2017), and $79,562 (2016).

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(1)	Post-change in control payments for executives other than Mr. LaBauve are provided only under the individual severance compensation agreements described below.

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Any person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) becomes the direct or indirect beneficial owner of 20% or more of the combined voting power of our then-outstanding voting securities (other than as a result of an issuance of securities approved by Continuing Directors (as defined below) or open-market purchases approved by Continuing Directors at the time of purchase), unless (in the case of beneficial ownership that does not exceed 30% of such voting securities) at least two-thirds of Continuing Directors determine that such event does not constitute a “change in control”;

•	As a result of a reorganization, merger, share exchange or consolidation (each, a “Business Combination”), a contested election of Directors, or a combination thereof, the Continuing Directors cease to constitute a majority of our or any successor’s board of directors within two years of the last of such transaction(s); or

•

There is a shareholder-approved Business Combination unless (a) all or substantially all of our outstanding voting securities’ beneficial owners immediately prior to the Business Combination own more than 60% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of Directors resulting from the Business Combination (with no one person owning more than 30%), in substantially the same proportions as immediately before the Business Combination and (b) at least a majority of the post-Business Combination Directors are Continuing Directors.

(1)	We do not provide our executives with excise tax gross ups for change in control payments.

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(2)

As described above, upon termination following a change in control, the named executive officer would be entitled to a lump-sum severance payment equal to two times annual base compensation and target annual variable compensation (except that Mr. Kissam would be entitled to two times annual base compensation and the higher of target variable compensation for the year the change in control occurs or the actual annual variable compensation for the year preceding the change in control), in all cases reduced by the non-competition payment amount as determined by a third-party in the business of valuing non-competition payments in return for an agreement not to compete for a two-year period post-termination. As the non-competition payment is not determinable at this time, only the total severance payment amount without the reduction, is reflected in the table.

(3)

This amount includes (i) outplacement counseling and financial counseling, in each case not to exceed $25,000, (ii) estimated relocation benefits if the executive has relocated within two years prior to the change in control and is relocating back to his/her original location, and (iii) the value of medical, dental and vision benefits continuation for (a) two years post-termination for Mr. Kissam and (b) 18 months post-termination for Messrs. Tozier and Juneau and Ms. Narwold.

•	We use the market median as our reference point for our compensation and benefits program

•	The market median is specific for the country in which we compete for talent

•	The market median is also specific for the job level for each of our employees

•	The market median also determines the mix between base pay, short term incentive pay, long term equity and benefits; as the job level increases we typically see an increase on total compensation as well as an increase in that portion of total compensation that is equity based and the portion that is based on performance

•	Employee population

◦	We used our global system of record for all of our employees worldwide.

◦	We included all employees, whether a salaried employee or an hourly worker, and whether employed on a full-time, part-time, or seasonal basis.

◦	We used November 15, 2018 as our record date.

◦	To allow for comparisons across international jurisdictions, we converted into U.S. dollars any base cash compensation amounts denominated in non-U.S. currencies.

◦	We did not adjust for global cost of living differences.

•	Consistently applied compensation measure

◦	We determined the median employee annual total compensation by using a consistently applied compensation measure, namely, base salary or wages (“base cash compensation”), for all individuals, excluding our CEO, who were employed by us on November 15, 2018.

◦	For part-time workers, we did not adjust base cash compensation to the equivalent for a full time employee.

◦	We annualized the compensation for all permanent employees (full or part-time) who were not employed by us for all of 2018.

◦	For hourly employees base cash compensation is based on their hourly rate in combination with their standard hours of work.

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(1)	We have no equity compensation plans that are not shareholder approved.

(2)	Amount includes, in addition to outstanding options and restricted stock unit awards payable in shares, 68,010 units, 113,658 units, 72,652 units and 63,117 units of the 2015 - 2018 Performance Unit Awards at Target, respectively.

(3)	Amount includes, in addition to outstanding options and restricted stock unit awards payable in shares, zero Performance Unit Awards at Target.

(4)	Amount reflects 27,588 deferred units invested in phantom shares under the 2013 Directors Plan that are to be paid in shares at a future time under the terms of the Plan.

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