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
Date of Report (Date of earliest event reported) May 16, 2022 (May
12, 2022)
TRONOX HOLDINGS PLC
(Exact Name of Registrant as Specified in Its Charter)
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England and
Wales
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001-35573
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98-1467236
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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263 Tresser Boulevard, Suite 1100
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Laporte Road, Stallingborough
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Stamford, Connecticut 06901
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Grimsby, North East Lincolnshire, DN40 2PR, England
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(Address of Principal Executive Offices) (Zip Code)
(203) 705-3800
(Registrant’s Telephone Number, Including Area Code)
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 obligation of the registrant
under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-1 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which
registered
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Ordinary shares, par value $0.01 per share
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TROX
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NYSE
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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.
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Item 5.07. |
Submission of
Matters to a Vote of Security Holders.
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(a) The Annual General Meeting of Shareholders (the “Annual
Meeting”) of Tronox Holdings plc (the “Company”) was held on May
12, 2022.
(b) At the Annual Meeting, shareholders voted in favor of
the following proposals:
Proposal 1. Election of directors. To elect
directors to terms expiring in 2023.
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Nominee
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Votes
For
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%
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Votes
Against
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|
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%
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|
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Abstain
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|
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%
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Broker
Non-Votes
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|
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Ilan Kaufthal
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123,296,638
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94.6
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%
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5,317,881
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4.1
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%
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1,696,197
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1.3
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%
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|
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9,773,693
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Mutlaq Al-Morished
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115,307,585
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88.49
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%
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14,531,352
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11.15
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%
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471,779
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.36
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%
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9,773,693
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Vanessa Guthrie
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123,540,051
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94.8
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%
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6,354,600
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4.9
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%
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416,065
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.3
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%
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9,773,693
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Peter B. Johnston
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128,675,020
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98.7
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%
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1,178,784
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.9
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%
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456,912
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.4
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%
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9,773,693
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Ginger M. Jones
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128,971,773
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99
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%
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923,239
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.7
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%
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415,704
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|
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.3
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%
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|
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9,773,693
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Stephen Jones
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128,934,549
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99
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%
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910,353
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.7
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%
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|
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465,814
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|
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.3
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%
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9,773,693
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Moazzam Khan
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128,105,063
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98.3
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%
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1,737,670
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1.3
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%
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467,983
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.4
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%
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9,773,693
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Sipho Nkosi
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128,099,649
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98.3
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%
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1,728,669
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1.3
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%
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482,398
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.4
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%
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9,773,693
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John Romano
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128,568,417
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98.7
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%
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1,277,876
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1.0
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%
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464,423
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.3
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%
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9,773,693
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Jean-Francois Turgeon
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128,595,679
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98.7
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%
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1,260,916
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1.0
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%
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454,121
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.3
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%
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9,773,693
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Proposal 2. To approve, on a non-binding advisory basis, the
compensation of the Company’s named executive officers (the
“Say-on-Pay”).
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Votes
For
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%
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Votes
Against
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|
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%
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|
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Abstain
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%
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Broker
Non-Votes
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127,368,914
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97.7
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%
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2,458,761
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1.9
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%
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483,041
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.4
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%
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9,773,693
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Proposal 3. To ratify the appointment of the Company’s independent
registered public auditor.
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Votes
For
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%
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Votes
Against
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%
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|
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Abstain
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|
%
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|
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Broker
Non-Votes
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139,160,338
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99.34
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%
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881,832
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|
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.63
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%
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42,239
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.03
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%
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0
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Proposal 4. To approve receipt of the Company’s U.K. audited annual
accounts and related directors’ and auditor’s report for the fiscal
year ended December 31, 2021.
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Votes
For
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%
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Votes
Against
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%
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Abstain
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%
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Broker
Non-Votes
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130,044,543
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99.79
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%
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127,429
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.1
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%
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138,744
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.11
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%
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9,773,693
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Proposal 5. To approve, on a non-binding advisory basis, the
Company’s U.K. directors’ remuneration report for the fiscal year
ended December 31, 2021.
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Votes
For
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%
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Votes
Against
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|
|
%
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|
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Abstain
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|
|
%
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|
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Broker
Non-Votes
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| |
128,128,628
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98.32
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%
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1,742,694
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1.34
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%
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439,394
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.34
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%
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9,773,693
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Proposal 6. To re-appoint PricewaterhouseCoopers LLP as the
Company’s U.K. statutory auditor for the fiscal year ended December
31, 2022.
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Votes
For
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|
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%
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Votes
Against
|
|
|
%
|
|
|
Abstain
|
|
|
%
|
|
|
Broker
Non-Votes
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|
| |
139,166,911
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|
|
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99.35
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%
|
|
|
860,488
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|
|
|
.61
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%
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|
|
57,010
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|
|
|
.04
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%
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0
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Proposal 7. To authorize the Board of Directors or Audit Committee
to determine the remuneration of PwC U.K. in its capacity as the
Company’s U.K. statutory auditor.
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Votes
For
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|
|
%
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Votes
Against
|
|
|
%
|
|
|
Abstain
|
|
|
%
|
|
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Broker
Non-Votes
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|
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129,946,095
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|
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99.72
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%
|
|
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320,916
|
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|
|
.25
|
%
|
|
|
43,705
|
|
|
|
.03
|
%
|
|
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9,773,693
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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.
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TRONOX
HOLDINGS PLC
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Date: May 16,
2022
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By:
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/s/ Jeffrey
Neuman
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Name:
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Jeffrey
Neuman
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Title: |
Senior Vice
President, General Counsel and Secretary
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