New Jersey
(State or other jurisdiction of
incorporation or organization)
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13-5267260
(I.R.S. Employer
Identification Number)
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Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2620
(Address of principal executive offices) (Zip code)
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NL Industries, Inc. 2023 Non-Employee Director Stock Plan
(Full title of the plan)
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Jane R. Grimm
Secretary and Associate General Counsel
NL Industries, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2620
(Name and address of agent for service)
(972) 233-1700
(Telephone number, including area code, of agent for service)
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Large accelerated filer ☐
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Accelerated filer ý
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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our annual report on Form 10-K for the year ended December 31, 2022, as filed on March 8, 2023;
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our quarterly report on Form 10-Q for the quarter ended September 30, 2023, as filed on November 2, 2023;
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our current reports on Form 8-K filed with the SEC on February 27, 2023, May 9, 2023, May 18, 2023, October 26, 2023 and October 31, 2023, to the extent filed and not furnished;
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the information specifically incorporated by reference into our annual report on Form 10-K for the year ended December 31, 2022 from our definitive proxy statement on Schedule 14A for our 2023 annual meeting of stockholders, filed with the
SEC on March 29, 2023; and
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the description of our capital stock contained in our current report on Form 8-K filed with the SEC on October 26, 2023, and any subsequent amendments and reports filed to update such description.
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he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and
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with respect to any criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful.
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a provision of the corporation’s certificate of incorporation;
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its by-laws;
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a resolution of the board of directors or of the corporation’s shareholders;
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an agreement to which the corporation is a party; or
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other proper corporate action (in effect at the time of the accrual of the alleged cause of action asserted in the proceeding) that prohibits, limits or otherwise conditions the exercise of indemnification
powers by the corporation or the rights of indemnification to which a corporate agent may be entitled.
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in breach of such person’s duty of loyalty to us or our shareholders;
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not in good faith or involving a knowing violation of law; or
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resulting in receipt by such person of an improper personal benefit.
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for indemnification of our directors and officers to the fullest extent permitted by New Jersey law from and against all expenses, liabilities or other matters arising out of their status as such or their acts,
omissions or services rendered by such persons in such capacities or otherwise while serving at our request of in any other capacity;
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that we advance expenses incurred by a director or officer in connection with a legal proceeding upon receipt of an undertaking by the director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by us;
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that if we do not pay a claim for advancement of expenses in full within thirty days after we have received the written claim, the director or officer may at any time thereafter bring suit against us to recover
the unpaid amount of the claim and, if successful in whole or in part, the director or officer shall also be entitled to be paid the expenses of prosecuting the claim;
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the rights of indemnification and advancement of expenses provided by, or granted pursuant to our by-laws shall be a contract right that will survive the termination of any person’s service as a director or
officer and any repeal or amendment of the applicable provisions of our by-laws shall not adversely affect any such right of any person existing at the time of such repeal or amendment with respect to any act or omission occurring prior to
the time of such repeal or amendment, and further, shall not apply to any proceeding, irrespective of when the proceeding is initiated, arising from the service of such person prior to such repeal or amendment; and
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to the fullest extent of New Jersey law, we shall have power to purchase and maintain insurance on behalf of any director or officer against any expenses incurred in any proceeding and any liabilities asserted
against him or her and incurred by him or her by reason of his or her being or having been a director or officer, whether or not we would have the power to indemnify him or her against such expenses and liabilities under the provisions of our
by-laws or New Jersey law.
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Exhibit
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Description of Exhibit
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4.1
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4.2
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4.3
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5.1*
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23.1*
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23.2*
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24.1*
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107*
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Signature
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Title
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Date
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/s/ Loretta J. Feehan
Loretta J. Feehan
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Chair of the Board (non-executive)
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November 2, 2023
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/s/ Michael S. Simmons
Michael S. Simmons
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Vice Chairman and Director
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November 2, 2023
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/s/ Courtney J. Riley
Courtney J. Riley
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President and Chief Executive Officer and Director (Principal Executive Officer)
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November 2, 2023
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/s/ John E. Harper
John E. Harper
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Director
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November 2, 2023
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/s/ Kevin B. Kramer
Kevin B. Kramer
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Director
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November 2, 2023
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/s/ Meredith W. Mendes
Meredith W. Mendes
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Director
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November 2, 2023
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/s/ Cecil H. Moore, Jr.
Cecil H. Moore, Jr.
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Director
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November 2, 2023
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/s/ Thomas P. Stafford
Thomas P. Stafford
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Director
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November 2, 2023
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/s/ Amy Allbach Samford
Amy Allbach Samford
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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November 2, 2023
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/s/ Amy E. Ruf
Amy E. Ruf
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Vice President and Controller (Principal Accounting Officer)
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November 2, 2023
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NL Industries, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240
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Security Type
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Security
Class Title |
Fee
Calculation Rule |
Amount Registered
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Proposed Maximum Offering Price Per Unit
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Maximum
Aggregate Offering Price |
Fee Rate
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Amount of Registration Fee
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Equity
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Common
stock, par value $0.125 per share
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Rule 457(c) and Rule 457(h)
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200,000 (1)
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$4.80 (2)
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$959,000.00 (2)
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$147.60 per $1,000,000
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$141.55
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Total Offering Amounts
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$959,000.00
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$141.55
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Total Fee Offsets
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--
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Net Fee Due
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$141.55
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(1)
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Pursuant to Rule 416, additional shares of the registrant’s common stock, par value $0.125 per share, issuable pursuant to the terms of the plan in order to prevent dilution resulting from any
future stock split, stock dividend or similar transaction are also being registered under this Registration Statement on Form S-8.
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(2)
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Computed in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee, based upon the average of the highest and lowest selling price per share of the
registrant’s common stock on the New York Stock Exchange on October 30, 2023, which was $4.80.
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