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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

 

April 28, 2021

Date of Report (Date of Earliest Event Reported)

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-36794

 

46-4845564

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

Of Incorporation)

 

File Number)

 

Identification No.)

 

1007 Market Street

Wilmington, Delaware, 19801

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (302) 773-1000

 

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:

 

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))

 

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

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Exchange on Which Registered

Common Stock ($.01 par value)

 

CC

 

New York Stock Exchange

 

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

The Chemours Company (the “Company”) held its annual meeting of shareholders on April 28, 2021 (the “Annual Meeting”).

 

At the Annual Meeting, shareholders:

 

 

elected all nine director nominees to serve a one-year term;

 

approved the Company’s annual “say-on-pay” vote on an advisory basis;

 

ratified PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm;

 

voted below the eighty percent (80%) threshold needed to approve amendments to Chemours’ Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions with respect to certificate of incorporation and bylaw amendments; and

 

voted in favor of the Company’s Amended and Restated 2017 Equity and Incentive Plan.

 

The final voting results for each proposal were as follows:

 

Proposal 1 – Election of Directors to Serve One-Year Term

Nominee

For

Against

Abstain

Total

Broker Non-Votes

Curtis V. Anastasio

118,496,931

(99.23%)

698,353

222,086

119,417,370

22,154,833

Bradley J. Bell

118,087,428

(98.89%)

1,088,203

241,734

119,417,365

22,154,838

Richard H. Brown

118,395,131

(99.14%)

762,899

259,337

119,417,367

22,154,836

Mary B. Cranston

118,377,183

(99.13%)

793,133

247,055

119,417,371

22,154,832

Curtis J. Crawford

118,266,891

(99.04%)

897,130

253,347

119,417,368

22,154,835

Dawn L. Farrell

117,845,074

(98.68%)

1,323,507

248,789

119,417,370

22,154,833

Erin N. Kane

118,064,288

(98.87%)

1,142,648

210,434

119,417,370

22,154,833

Sean D. Keohane

117,932,182

(98.76%)

1,275,408

209,782

119,417,372

22,154,831

Mark P. Vergnano

118,584,515

(99.30%)

567,976

264,879

119,417,370

22,154,833

 

Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation

For

Against

Abstain

Total

Broker Non-Votes

112,094,005

(93.87%)

6,794,893

528,446

119,417,344

22,154,859

 

Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm

For

Against

Abstain

Total

Broker Non-Votes

140,662,517

(99.36%)

633,572

276,114

141,572,203

n/a

 

Proposal 4 – Approval of Amendments to the Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provisions with respect to Certificate of Incorporation and Bylaw Amendments

For

Against

Abstain

Total

Broker Non-Vote

117,098,164

(70.89%)

1,951,204

367,987

119,417,355

22,154,848

 

Proposal 5 – Approval of the Amendment and Restatement of The Chemours Company 2017 Equity and Incentive Plan

For

Against

Abstain

Total

Broker Non-Votes

109,621,481

(91.80%)

9,322,360

473,510

119,417,351

22,154,852

 


 


 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

10.1

The Chemours Company Amended and Restated 2017 Equity and Incentive Plan.

104

The cover page from this Current Report on Form 8-K, formatted in 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.

 

 

THE CHEMOURS COMPANY

 

By:

 

/s/ Sameer Ralhan

 

 

Sameer Ralhan

 

 

Senior Vice President, Chief Financial Officer

 

 

Date:

 

April 30, 2021

 

 

 

 

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