Form 8-K - Current report

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

June 12, 2024

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 ($0.01 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2024, the Board of Directors (the “Board”) of The Chemours Company (the “Company”) appointed Livingston “Tony” Satterthwaite as a member of the Board, effective June 12, 2024. In connection with Mr. Satterthwaite’s appointment, the Board will increase its size from nine to ten members, effective June 12, 2024, with nine of those members, including Mr. Satterthwaite, qualifying as independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.

There are no arrangements or understandings between Mr. Satterthwaite and any other persons in connection with his appointment. Mr. Satterthwaite does not have any family relationships with any executive officer or director of the Company and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Satterthwaite has been appointed to serve on the Compensation and Leadership Development Committee and on the Environmental, Health, and Safety & Operational Performance Committee of the Board.

Mr. Satterthwaite will receive compensation as a non-employee director in accordance with the non-employee director compensation practices described under the heading "Director Compensation" in the Company’s Annual Meeting Proxy Statement filed with the Securities and Exchange Commission on April 11, 2024, which is incorporated by reference herein. The Company and Mr. Satterthwaite will enter into the Company’s standard form of indemnification agreement filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 25, 2016.

On June 13, 2024, the Company issued a press release announcing this change to the Company’s Board, which is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1 Press Release, dated as of June 13, 2024

104 Cover Page Interactive Data File (formatted as 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/ Matthew S. Abbott
		Matthew S. Abbott
		Interim Chief Financial Officer
Date:		June 13, 2024

EXHIBIT 99.1

Chemours Names Tony Satterthwaite to Board of Directors

Wilmington, Del., June 13, 2024 – The Chemours Company (“Chemours”) (NYSE: CC), a global chemistry company with leading market positions in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials, today announced the appointment of Livingston “Tony” Satterthwaite to its Board of Directors, effective June 12.

“I’m pleased to welcome Tony as the newest member of Chemours’ Board of Directors,” said Dawn Farrell, Chair of the Board of Chemours. “Tony brings extensive leadership and board experience and has a proven track record of driving business growth, making him a great addition to our already seasoned Board.”

Tony currently serves as Senior Vice President at Cummins, Inc. (NYSE: CMI), a global power leader in manufacturing diesel and natural gas engines and engine-related component products, where he leads the Information Technology and Digital Corporate teams. Over his 36-year tenure at Cummins, Tony has held numerous leadership positions across the company's global businesses and operations, including serving as President of Power Generation, President of the Distribution Business, President and Chief Operating Officer, and others. Tony will retire from Cummins in September 2024.

“With over 35 years of leadership experience and a distinguished career, Tony brings a wealth of knowledge to the Chemours Board,” said Denise Dignam, President and Chief Executive Officer of Chemours. “I look forward to working collaboratively with Tony and am confident his expertise and insights will be valuable to the Board.”

Tony also currently serves on the Board of Directors for IDEX Corporation (NYSE: IEX), the National Association of Manufacturers, and the Cummins Foundation. He is also an Industrial Advisory Council Member for Amprius, Inc. Tony holds an MBA from Stanford University and an undergraduate degree in civil engineering from Cornell University.

About The Chemours Company

The Chemours Company (NYSE: CC) is a global leader in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials providing its customers with solutions in a wide range of industries with market-defining products, application expertise, and chemistry-based innovations. We deliver customized solutions with a wide range of industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our flagship products are sold under prominent brands such as Ti-Pure™, Opteon™, Freon™, Teflon™, Viton™, Nafion™, and Krytox™. The Company has approximately 6,200 employees and 28 manufacturing sites, and serves approximately 2,700 customers in approximately 110 countries. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

For more information, we invite you to visit chemours.com or follow us on X (formerly Twitter) @Chemours or on LinkedIn.

CONTACTS:

EXHIBIT 99.1

INVESTORS

Brandon Ontjes

Vice President, Investor Relations

+1.302.773.3300

investor@chemours.com

Kurt Bonner
Manager, Investor Relations
+1.302.773.0026
investor@chemours.com

NEWS MEDIA
Cassie Olszewski

Corporate Media & Brand Reputation Leader

+1.302.219.7140

media@chemours.com

Document and Entity Information	Jun. 12, 2024
Cover [Abstract]
Entity Registrant Name	The Chemours Company
Amendment Flag	false
Entity Central Index Key	0001627223
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-36794
Entity Tax Identification Number	46-4845564
Entity Address, Address Line One	1007 Market Street
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	(302)
Local Phone Number	773-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock ($0.01 par value)
Trading Symbol	CC
Security Exchange Name	NYSE