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) May 9, 2024 (May 8, 2024)
TRONOX HOLDINGS PLC
(Exact Name of Registrant as Specified in Its Charter)
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England and Wales
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001-35573
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98-1467236
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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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263 Tresser Boulevard, Suite 1100
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Laporte Road, Stallingborough
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Stamford, Connecticut 06901
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Grimsby, North East Lincolnshire, DN40 2PR, England
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(Address of Principal Executive Offices) (Zip Code)
(203) 705-3800
(Registrant’s Telephone Number, Including Area Code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-1 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Ordinary shares, par value $0.01 per share
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TROX
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NYSE
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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On May 8, 2024, the Board of Directors of Tronox Holdings plc (the “Company”) appointed Mrs. Lucrece Foufopoulos-De Ridder as an independent Director. Mrs. De Ridder was
also appointed to serve as a member of the Company’s Corporate Governance and Sustainability Committee. A copy of the Company’s press release announcing the appointment of Mrs. De Ridder is attached hereto as Exhibit 99.1.
From January 2019 until December 2023, Mrs. Foufopoulos-De Ridder, age 56, served as both an officer and board member of the Borealis Group, one of the world’s leading
providers of advanced and sustainable polyolefin solutions, where she was the Executive Vice President Polyolefins, Circular Economy Solutions and Innovation & Technology. Prior to this, she served Eastman Chemical Company as Vice President and
General Manager, Rubber Additives, from 2015 to 2018 and Chief Commercial Officer from 2014 to 2015. Preceding her time at Eastman Chemicals, Mrs. Foufopoulos-De Ridder held a variety of business, strategy, commercial and technology leadership roles
at the Dow Chemical Company, Rohm and Haas, Dow Corning and Raychem Corporation.
Mrs. Foufopoulos-De Ridder also serves as a director of Amcor PLC, a global leader in responsible packaging solutions for food, beverage, pharmaceutical, medical, home and
personal-care and other industries, Sika AG, a global specialty chemicals leader in solutions for the building sector and automotive industry, and Royal Vopak N.V., a global independent infrastructure provider.
Mrs. Foufopoulos-De Ridder will receive compensation consistent with the other non-employee directors of the Company. Pursuant to this program, Mrs. Foufopoulos-De Ridder will receive an annual cash retainer of $100,000, payable quarterly in arrears, and an additional annual retainer of $15,000, payable quarterly in arrears, for serving as a member of the corporate governance and sustainability
committee. In addition, Ms. Foufopoulos-De Ridder is entitled to an annual equity grant of time-based restricted share units with a fair market value of $150,000.
There are no arrangements between Mrs. Foufopoulos-De Ridder and any other persons pursuant to which Mrs. Foufopoulos-De Ridder was selected as a director.
There are no related party transactions between the Company and Mrs. Foufopoulos-De Ridder that would be required to be reported pursuant to Item 404(a) of Regulation
S-K under the Securities Act of 1933, as amended.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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(a) The Annual General Meeting of Shareholders (the “Annual Meeting”) of the “Company was held on May 8, 2024.
(b) At the Annual Meeting, shareholders voted in favor of the following proposals:
Proposal 1. Election of directors.
To elect directors to terms expiring in 2025.
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Nominee
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Votes
For
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%
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Votes
Against
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%
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Abstain
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%
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Broker
Non-Votes
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Ilan Kaufthal
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130,018,989
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91
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%
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12,969,815
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9
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%
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34,413
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–
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%
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6,740,332
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John Romano
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141,925,057
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99
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%
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1,068,138
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0.7
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%
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30,022
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–
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%
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6,740,332
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Jean-Francois Turgeon
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141,714,181
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99
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%
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1,264,850
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0.9
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%
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44,186
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–
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%
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6,740,332
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Mutlaq Al-Morished
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141,450,393
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99
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%
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1,526,498
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1
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%
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46,326
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–
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%
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6,740,332
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Peter B. Johnston
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141,965,690
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99
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%
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1,020,952
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0.7
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%
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36,575
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–
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%
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6,740,332
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Ginger M. Jones
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142,668,130
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99
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%
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326,615
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0.2
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%
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28,472
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–
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%
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6,740,332
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Stephen Jones
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142,714,326
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99
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%
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283,217
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0.2
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%
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25,674
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–
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%
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6,740,332
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Moazzam Khan
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141,370,499
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99
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%
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1,608,895
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1
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%
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43,823
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–
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%
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6,740,332
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Sipho Nkosi
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138,251,990
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97
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%
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4,725,104
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3
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%
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46,123
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–
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%
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6,740,332
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Proposal 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay”).
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Votes
For
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%
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Votes
Against
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%
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Abstain
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%
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Broker
Non-Votes
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139,066,699
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97
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%
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3,837,584
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2.7
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%
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118,934
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–
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%
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6,740,332
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Proposal 3. To ratify the appointment of the Company’s independent registered public auditor.
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Votes
For
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%
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Votes
Against
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%
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Abstain
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%
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Broker
Non-Votes
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148,597,869
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99
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%
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1,134,554
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0.75
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%
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31,126
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–
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%
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0
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Proposal 4. To approve receipt of the Company’s U.K. audited annual
accounts and related directors’ and auditor’s report for the fiscal year ended December 31, 2023.
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Votes
For
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%
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Votes
Against
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%
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Abstain
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%
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Broker
Non-Votes
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149,613,235
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99
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%
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55,123
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0.03
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%
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95,191
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–
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%
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0
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Proposal 5. To approve, on a non-binding advisory basis, the Company’s U.K. directors’ remuneration report for the fiscal year ended
December 31, 2023.
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Votes
For
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%
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Votes
Against
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|
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%
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Abstain
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%
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Broker
Non-Votes
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140,172,441
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98
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%
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2,822,606
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2
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%
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28,170
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–
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%
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6,740,332
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Proposal 6. To re-appoint PricewaterhouseCoopers LLP as the Company’s U.K. statutory auditor for the fiscal year ended December 31, 2024.
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Votes
For
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%
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Votes
Against
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|
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%
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|
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Abstain
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|
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%
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|
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Broker
Non-Votes
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|
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148,601,757
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99
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%
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1,133,178
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0.75
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%
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28,614
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–
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%
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0
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Proposal 7. To authorize the Board of Directors or Audit Committee to determine the remuneration of PwC U.K. in its capacity as the
Company’s U.K. statutory auditor.
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Votes
For
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%
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Votes
Against
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|
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%
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|
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Abstain
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|
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%
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|
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Broker
Non-Votes
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149,633,603
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99
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%
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85,569
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0.05
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%
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44,377
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–
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%
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0
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Proposal 8. To authorize the Board of Directors to allot shares.
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Votes
For
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%
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Votes
Against
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|
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%
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|
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Abstain
|
|
|
%
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Broker
Non-Votes
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|
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148,510,780
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99
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%
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1,159,911
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0.8
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%
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92,858
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–
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%
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0
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Proposal 9. To authorize the Board of Directors to allot shares without rights of preemption.
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Votes
For
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%
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Votes
Against
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|
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%
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|
|
Abstain
|
|
|
%
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|
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Broker
Non-Votes
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|
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147,770,876
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99
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%
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1,785,873
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1
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%
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206,800
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–
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%
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0
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Proposal 10. To approve forms of share repurchase contracts and share repurchase counterparties.
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Votes
For
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|
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%
|
|
|
Votes
Against
|
|
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%
|
|
|
Abstain
|
|
|
%
|
|
|
Broker
Non-Votes
|
|
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149,344,457
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|
|
|
99
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%
|
|
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221,007
|
|
|
|
0.1
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%
|
|
|
198,085
|
|
|
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–
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%
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|
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0
|
|
Proposal 11. To approve an amendment to the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan for the sole
purpose of increasing the authorized shares thereunder.
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Votes
For
|
|
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%
|
|
|
Votes
Against
|
|
|
%
|
|
|
Abstain
|
|
|
%
|
|
|
Broker
Non-Votes
|
|
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139,521,106
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|
|
|
98
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%
|
|
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3,462,282
|
|
|
|
2
|
%
|
|
|
39,829
|
|
|
|
–
|
%
|
|
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6,740,332
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| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibit
No.
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Description
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Press Release, dated May 8, 2024.
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K.
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SIGNATURES
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.
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TRONOX HOLDINGS PLC
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Date: May 9, 2024
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By:
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/s/ Jeffrey Neuman
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Name:
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Jeffrey Neuman
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Title:
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Senior Vice President, General Counsel and Secretary
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