Current Report Filing (8-k)
May 23 2019 - 8:01AM
Edgar (US Regulatory)
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 23, 2019 (May 22, 2019)
TRONOX HOLDINGS PLC
(Exact Name of Registrant as Specified in Its Charter)
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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25 Bury Street, 3
rd
Floor
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Stamford, Connecticut 06901
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London SW1Y 2AL, 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-12 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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☐
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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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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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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Item 5.07.
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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
22, 2019.
(b) At the Annual Meeting, shareholders voted in favor of (i) the election of the directors listed below; (ii) approving, on a
non-binding advisory basis, the compensation of the Company’s named executive officers; (iii) the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm; and (iv) approving, on a non-binding
advisory basis, every one year as to the frequency of voting on the compensation paid to the Company’s named executive officers.
The final voting results for each of these proposals are as follows:
Proposal 1. Election of directors.
To elect directors to terms expiring in 2020. This proposal received the required affirmative vote of holders of a majority of the votes cast and the directors were elected.
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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Abstain
|
|
|
%
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|
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Broker
Non-Votes
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Jeffry N. Quinn
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|
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141,525,383
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97.06
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%
|
|
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4,222,110
|
|
|
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2.90
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%
|
|
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63,909
|
|
|
|
.04
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%
|
|
|
9,428,724
|
|
Ilan Kaufthal
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|
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145,304,820
|
|
|
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99.65
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%
|
|
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418,073
|
|
|
|
0.29
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%
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|
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88,509
|
|
|
|
.06
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%
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9,428,724
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|
Mutlaq Al-Morished
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|
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138,874,655
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|
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95.24
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%
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|
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6,853,047
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|
|
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4.70
|
%
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|
|
83,700
|
|
|
|
.06
|
%
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|
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9,428,724
|
|
Vanessa Guthrie
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145,665,500
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|
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99.90
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%
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120,043
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0.08
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%
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|
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25,859
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|
|
|
.02
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%
|
|
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9,428,724
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|
Andrew P. Hines
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|
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144,807,810
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|
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99.31
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%
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|
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928,734
|
|
|
|
0.64
|
%
|
|
|
74,858
|
|
|
|
.05
|
%
|
|
|
9,428,724
|
|
Wayne A. Hinman
|
|
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145,022,190
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|
|
|
99.46
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%
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|
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711,084
|
|
|
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0.49
|
%
|
|
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78,128
|
|
|
|
.05
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%
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|
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9,428,724
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|
Peter B. Johnston
|
|
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136,124,840
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|
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93.36
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%
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|
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9,587,005
|
|
|
|
6.57
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%
|
|
|
99,557
|
|
|
|
.07
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%
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|
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9,428,724
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|
Ginger M. Jones
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145,040,516
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|
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99.47
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%
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727,812
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0.50
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%
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|
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43,074
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|
|
|
.03
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%
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|
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9,428,724
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|
Stephen Jones
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|
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145,595,968
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|
|
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99.85
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%
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|
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133,813
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|
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|
0.09
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%
|
|
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81,621
|
|
|
|
.06
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%
|
|
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9,428,724
|
|
Moazzam Khan
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|
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145,494,566
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|
|
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99.78
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%
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|
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228,010
|
|
|
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0.16
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%
|
|
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88,826
|
|
|
|
.06
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%
|
|
|
9,428,724
|
|
Sipho Nkosi
|
|
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145,256,895
|
|
|
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99.62
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%
|
|
|
479,587
|
|
|
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0.33
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%
|
|
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74,920
|
|
|
|
.05
|
%
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|
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9,428,724
|
|
Proposal 2. To approve, on a
non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay”).
This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.
Votes
For
|
|
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%
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|
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Votes
Against
|
|
|
%
|
|
|
Abstain
|
|
|
%
|
|
|
Broker
Non-Votes
|
|
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142,702,791
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|
|
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97.87
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%
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|
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2,992,646
|
|
|
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2.05
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%
|
|
|
115,965
|
|
|
|
.08
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%
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|
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9,428,724
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|
Proposal 3. To ratify the
appointment of the Company’s independent registered public auditor.
This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.
Votes
For
|
|
|
%
|
|
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Votes
Against
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|
|
%
|
|
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Abstain
|
|
|
%
|
|
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Broker
Non-Votes
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|
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152,842,129
|
|
|
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98.46
|
%
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|
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2,329,683
|
|
|
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1.50
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%
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|
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68,314
|
|
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.04
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%
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0
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Proposal 4. To approve, on a
non-binding advisory basis, the frequency of voting on the compensation paid to the Company’s named executive officers
.
Shareholders
approved, on a non-binding basis, every one year as to the frequency of future Say-on-Pay advisory votes.
1 Year
|
|
|
%
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|
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2 Years
|
|
|
%
|
|
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3 Years
|
|
|
%
|
|
|
|
|
|
%
|
|
|
Broker
Non-Votes
|
|
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139,045,550
|
|
|
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96.13
|
%
|
|
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154,332
|
|
|
|
.11
|
%
|
|
|
3,741,562
|
|
|
|
2.59
|
%
|
|
|
1,693,983
|
|
|
|
1.17
|
%
|
|
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10,604,699
|
|
In light of the voting results with respect to the frequency with which the Company will hold a shareholder advisory vote on
executive compensation, the Board has determined that the Company will hold an annual advisory vote on executive compensation.
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 23, 2019
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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:
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Senior Vice President, General Counsel and Secretary
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