8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 11, 2021

Venator Materials PLC

(Exact name of registrant as specified in its charter)

England and Wales	001-38176	98-1373159
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

Titanium House, Hanzard Drive, Wynyard Park,

Stockton-On-Tees, TS22 5FD, United Kingdom

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: +44 (0) 1740 608 001

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    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))

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.  ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Ordinary Shares, par value $0.001 per share	VNTR	New York Stock Exchange

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On February 11, 2021, the Board of Directors (the “Board”) of Venator Materials PLC (the “Company”) increased the size of the Board from seven to eight directors and appointed Vir Lakshman, age 61, to fill the vacancy created by the expansion of the Board. Mr. Lakshman will serve a term that expires at the Company’s 2021 Annual General Meeting. Mr. Lakshman was appointed to serve on the Audit Committee of the Board as its chair.

After applying the Company’s independence criteria, the Board determined that Mr. Lakshman is an independent director. There are no arrangements between Mr. Lakshman and any other person pursuant to which he was selected as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Lakshman has a material interest subject to disclosure under Item 404(a) of Regulation S-K. As a non-employee director, Mr. Lakshman will be compensated for his services as described in the Company’s proxy statement for its 2020 Annual General Meeting, filed with the Securities and Exchange Commission on May 18, 2020, under the heading “Director Compensation.”

Item 7.01  Regulation FD Disclosure

On February 11, 2021, the Company issued a press release titled “Venator Board Appoints New Director.”  The press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number	Description of Exhibits
99.1	Press Release dated February 11, 2021, titled “Venator Board Appoints New Director”
104	Cover Page Interactive Data File (formatted in Inline XBRL and embedded within the Inline XBRL)

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.

VENATOR MATERIALS PLC

 /s/ SEAN PETTEY

Assistant Secretary

Dated: February 11, 2021

EX-99.1

Exhibit 99.1

 

		FOR IMMEDIATE RELEASE FEBRUARY 11, 2021
MEDIA CONTACT:	IR CONTACT:
Karen Fenwick  Direct: +44 (0) 1740 608076	Kate Robertson  Direct: +1 (832) 663-4656

Venator Board Appoints New Director

WYNYARD, UK – Venator Materials PLC (NYSE: VNTR) (“Venator”) announced today that Vir Lakshman has been appointed to serve as a member of its Board of Directors.

The appointment of Vir Lakshman was effective February 11, 2021. Mr. Lakshman worked for KPMG in Germany from 1999 to July 2019, where he was Head of Chemicals and Life Sciences in Germany and a Deal Advisory Partner. Prior to KPMG Mr. Lakshman held senior positions at GE Capital, including that of CFO at Budapest Bank in Hungary, and worked for Coopers and Lybrand (now PwC) in the UK and Germany. Mr. Lakshman, a UK Chartered Accountant, was appointed to serve as Chair of the Audit Committee.

Simon Turner, President and CEO of Venator, commented, “We are pleased to welcome Vir to our Board of Directors and as Chair of the Audit Committee. I look forward to working with Vir and am confident his proven track record and depth of experience will be an asset to our Board.”

About Venator

Venator is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO₂ business, and Performance Additives, which consists of our functional additives, color pigments, timber treatment and water treatment businesses. We operate 24 facilities, employ approximately 3,700 associates worldwide and sell our products in more than 120 countries.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward looking statements represent Venator’s expectations or beliefs concerning future events, and it is possible that the expected results described in this press release will not be achieved. These forward looking statements are subject to risks, uncertainties and other factors, many of which are outside of Venator’s control, that could cause actual results to differ materially from the results discussed in the forward looking statements, including the impacts and duration of the global outbreak of the Coronavirus Disease 2019 pandemic on the global economy and all aspects of our business, including our employees, customers, suppliers, partners, results of operations, financial condition and liquidity, global economic conditions, our ability to maintain sufficient working capital, our ability to access capital markets on favorable terms, our ability to transfer business from our Pori, Finland manufacturing facility to other sites in our manufacturing network, the costs associated with such transfer and the closure of our Pori facility, our ability to realize financial and operational benefits from our business improvement plans and initiatives, changes in raw material and energy prices, or interruptions in raw materials and energy, industry production capacity and operating rates, the supply demand balance for our products and that of competing products, pricing pressures, technological developments, legal claims by or against us, changes in government regulations, including increased manufacturing, labeling and waste disposal regulations and the classification of TiO₂ as a carcinogen in the EU, the impacts of increasing climate change regulations, geopolitical events, cyberattacks and public health crises.

Any forward looking statement speaks only as of the date on which it is made, and, except as required by law, Venator does not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Venator to predict all such factors. When considering these forward looking statements, you should keep in mind the risk factors and other cautionary statements in Venator's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC and in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The risk factors and other factors noted therein could cause its actual results to differ materially from those contained in any forward looking statement.

XML

Cover	Feb. 11, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 11, 2021
Entity File Number	001-38176
Entity Registrant Name	Venator Materials PLC
Entity Central Index Key	0001705682
Entity Tax Identification Number	98-1373159
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	Titanium House
Entity Address, Address Line Two	Hanzard Drive
Entity Address, Address Line Three	Wynyard Park
Entity Address, City or Town	Stockton-On-Tees
Entity Address, Country	GB
Entity Address, Postal Zip Code	TS22 5FD
Country Region	44
City Area Code	1740
Local Phone Number	608 001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, par value $0.001 per share
Trading Symbol	VNTR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false