8-K

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 the earliest event reported)

May 21, 2014

Kronos Worldwide, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-31763	76-0294959
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas			75240-2697
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code

(972) 233-1700

(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 (see General Instruction A.2):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

The registrant held its 2014 annual meeting of stockholders on May 21, 2014.  At the 2014 annual meeting, the registrant’s stockholders voted on the two proposals described in detail in the registrant’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 1, 2014.  Stockholders present at the 2014 annual meeting, either in person or by proxy, represented 94.5% of the 115,864,598 shares eligible to vote at the meeting.

Proposal 1:  Election of Directors

The registrant’s stockholders elected Mr. Keith R. Coogan, Ms. Loretta J. Feehan, Mr. Cecil H. Moore, Jr., Mr. Bobby D. O’Brien, Gen. Thomas P. Stafford (ret.), Dr. R. Gerald Turner, Mr. Steven L. Watson and Dr. C. Kern Wildenthal as directors.  Each director nominee received votes “For” his election from at least 90.3% of the shares eligible to vote at the annual meeting.

Proposal 2:  Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation

The registrant’s stockholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2014 proxy statement.  The resolution received the approval from 93.8% of the shares eligible to vote at the annual meeting.

Item 7.01 Regulation FD Disclosure.

The registrant also hereby furnishes the information set forth in it press releases issued on May 21, 2014, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.  The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Item No.	Exhibit Index
	99.1	Press release dated May 21, 2014 issued by the registrant.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KRONOS WORLDWIDE, INC.
	(Registrant)
	By:         /s/ A. Andrew R. Louis
Date:  May 21, 2014	A. Andrew R. Louis, Secretary

INDEX TO EXHIBITS

Item No.	Exhibit Index
99.1	Press release dated May 21, 2014 issued by the registrant.

EX-99.1

KRONOS WORLDWIDE, INC. ANNOUNCES QUARTERLY DIVIDEND AND

RESULTS OF ANNUAL STOCKHOLDER MEETING

DALLAS, TEXAS – May 21, 2014 – Kronos Worldwide, Inc. (NYSE:  KRO) announced that its board of directors has declared a regular quarterly dividend of fifteen cents ($0.15) per share on its common stock, payable on June 19, 2014 to stockholders of record at the close of business on June 9, 2014.

Kronos Worldwide also announced that at its 2014 annual stockholder meeting held today its stockholders had:

·   elected each of Keith R. Coogan, Loretta J. Feehan, Cecil H. Moore, Jr., Bobby D. O’Brien, Thomas P. Stafford, R. Gerald Turner, Steven L. Watson and C. Kern Wildenthal as a director for a one year term; and

·   adopted a resolution that approved, on a nonbinding advisory basis, the compensation of its named executive officers as disclosed in the proxy statement for the 2014 annual stockholder meeting.

Kronos Worldwide, Inc. is a major international producer of titanium dioxide products.

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