Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March 18, 2019, Gregory M. Swalwell, executive vice president and chief financial officer of the registrant, provided
notice to the registrant that, effective as of June 1, 2019, he will retire as an officer of the registrant. In connection with his retirement from the registrant, Mr. Swalwell has also provided notice to Kronos Worldwide, Inc., Valhi, Inc.
(“Valhi”) and CompX International Inc. (“CompX”), affiliates of the registrant, that he will also retire as an officer of those companies as of such date. Following such retirements, Mr. Swalwell will continue to be employed by Contran Corporation
(“Contran”), the privately-held parent corporation of the registrant, and will continue to serve as executive vice president, chief financial officer and chief accounting officer of Contran.
Following such retirement notice of Mr. Swalwell, the registrant’s board of directors took action, also effective as of June
1, 2019, to:
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elect Amy Allbach Samford, currently the registrant’s vice president and controller, as the registrant’s vice president and chief
financial officer; and
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elect Patty S. Brinda as the registrant’s vice president and controller.
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Ms. Samford, age 44, has served as vice president and controller of each of the registrant and Valhi since 2016, and of
Contran since 2017. Beginning June 1, 2019, she will also serve as vice president and chief financial officer of CompX, and will continue to serve as vice president and controller of Valhi and Contran. Ms. Samford has served in various accounting
and financial positions (including officer positions) in various companies related to us and Contran since 2006.
Ms. Brinda, age 56, has served in various accounting and financial positions in various companies related to us and Contran
since 1989.
As already disclosed in the registrant’s filings with the U.S. Securities and Exchange Commission, Ms. Samford is an
employee of Contran and provides her services to the registrant under an intercorporate services agreement between the registrant and Contran. Ms. Brinda is also an employee of Contran and will also provide her services to the registrant under
such intercorporate services agreement. For a description of the intercorporate services agreement, see “Certain Relationships and Transactions” in the registrant’s 2018 proxy statement, which description is incorporated herein by reference. In
addition, for a discussion of potential conflicts of interest of officers who serve more than one corporation, see “Certain Relationships and Transactions” in the 2018 proxy statement, which discussion is also incorporated herein by reference.