Current Report Filing (8-k)

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)

England and Wales	001-35573	98-1467236
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

263 Tresser Boulevard, Suite 1100		Laporte Road, Stallingborough
Stamford, Connecticut 06901		Grimsby, North East Lincolnshire, DN40 2PR, England

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-1 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
Ordinary shares, par value $0.01 per share	TROX	NYSE

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 5.07.

Submission of Matters to a Vote of Security Holders.

(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.

Nominee	Votes For		%			Votes Against		%			Abstain		%			Broker Non-Votes
Ilan Kaufthal		123,296,638		94.6	%		5,317,881		4.1	%		1,696,197		1.3	%		9,773,693
Mutlaq Al-Morished		115,307,585		88.49	%		14,531,352		11.15	%		471,779		.36	%		9,773,693
Vanessa Guthrie		123,540,051		94.8	%		6,354,600		4.9	%		416,065		.3	%		9,773,693
Peter B. Johnston		128,675,020		98.7	%		1,178,784		.9	%		456,912		.4	%		9,773,693
Ginger M. Jones		128,971,773		99	%		923,239		.7	%		415,704		.3	%		9,773,693
Stephen Jones		128,934,549		99	%		910,353		.7	%		465,814		.3	%		9,773,693
Moazzam Khan		128,105,063		98.3	%		1,737,670		1.3	%		467,983		.4	%		9,773,693
Sipho Nkosi		128,099,649		98.3	%		1,728,669		1.3	%		482,398		.4	%		9,773,693
John Romano		128,568,417		98.7	%		1,277,876		1.0	%		464,423		.3	%		9,773,693
Jean-Francois Turgeon		128,595,679		98.7	%		1,260,916		1.0	%		454,121		.3	%		9,773,693

Proposal 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay”).

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	127,368,914				97.7	%			2,458,761				1.9	%			483,041				.4	%			9,773,693

Proposal 3. To ratify the appointment of the Company’s independent registered public auditor.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	139,160,338				99.34	%			881,832				.63	%			42,239				.03	%			0

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.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	130,044,543				99.79	%			127,429				.1	%			138,744				.11	%			9,773,693

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.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	128,128,628				98.32	%			1,742,694				1.34	%			439,394				.34	%			9,773,693

Proposal 6. To re-appoint PricewaterhouseCoopers LLP as the Company’s U.K. statutory auditor for the fiscal year ended December 31, 2022.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	139,166,911				99.35	%			860,488				.61	%			57,010				.04	%			0

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.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	129,946,095				99.72	%			320,916				.25	%			43,705				.03	%			9,773,693

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.