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 9, 2024 (May 8, 2024)
 

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On May 8, 2024, the Board of Directors of Tronox Holdings plc (the “Company”) appointed Mrs. Lucrece Foufopoulos-De Ridder as an independent Director. Mrs. De Ridder was also appointed to serve as a member of the Company’s Corporate Governance and Sustainability Committee. A copy of the Company’s press release announcing the appointment of Mrs. De Ridder is attached hereto as Exhibit 99.1.

From January 2019 until December 2023, Mrs. Foufopoulos-De Ridder, age 56, served as both an officer and board member of the Borealis Group, one of the world’s leading providers of advanced and sustainable polyolefin solutions, where she was the Executive Vice President Polyolefins, Circular Economy Solutions and Innovation & Technology. Prior to this, she served Eastman Chemical Company as Vice President and General Manager, Rubber Additives, from 2015 to 2018 and Chief Commercial Officer from 2014 to 2015.  Preceding her time at Eastman Chemicals, Mrs. Foufopoulos-De Ridder held a variety of business, strategy, commercial and technology leadership roles at the Dow Chemical Company, Rohm and Haas, Dow Corning and Raychem Corporation.

Mrs. Foufopoulos-De Ridder also serves as a director of Amcor PLC, a global leader in responsible packaging solutions for food, beverage, pharmaceutical, medical, home and personal-care and other industries, Sika AG, a global specialty chemicals leader in solutions for the building sector and automotive industry, and Royal Vopak N.V., a global independent infrastructure provider.

Mrs. Foufopoulos-De Ridder will receive compensation consistent with the other non-employee directors of the Company. Pursuant to this program, Mrs. Foufopoulos-De Ridder will receive an annual cash retainer of $100,000, payable quarterly in arrears, and an additional annual retainer of $15,000, payable quarterly in arrears, for serving as a member of the corporate governance and sustainability committee.  In addition, Ms. Foufopoulos-De Ridder is entitled to an annual equity grant of time-based restricted share units with a fair market value of $150,000.

There are no arrangements between Mrs. Foufopoulos-De Ridder and any other persons pursuant to which Mrs. Foufopoulos-De Ridder was selected as a director. There are no related party transactions between the Company and Mrs. Foufopoulos-De Ridder that would be required to be reported pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Item 5.07
Submission of Matters to a Vote of Security Holders.

(a) The Annual General Meeting of Shareholders (the “Annual Meeting”) of the “Company was held on May 8, 2024.

(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 2025.

Nominee
  
Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
Ilan Kaufthal
    
130,018,989
      
91
%
    
12,969,815
      
9
%
    
34,413
      
–
%
    
6,740,332
  
John Romano
    
141,925,057
      
99
%
    
1,068,138
      
0.7
%
    
30,022
      
–
%
    
6,740,332
  
Jean-Francois Turgeon
    
141,714,181
      
99
%
    
1,264,850
      
0.9
%
    
44,186
      
–
%
    
6,740,332
  
Mutlaq Al-Morished
    
141,450,393
      
99
%
    
1,526,498
      
1
%
    
46,326
      
–
%
    
6,740,332
  
Peter B. Johnston
    
141,965,690
      
99
%
    
1,020,952
      
0.7
%
    
36,575
      
–
%
    
6,740,332
  
Ginger M. Jones
    
142,668,130
      
99
%
    
326,615
      
0.2
%
    
28,472
      
–
%
    
6,740,332
  
Stephen Jones
    
142,714,326
      
99
%
    
283,217
      
0.2
%
    
25,674
      
–
%
    
6,740,332
  
Moazzam Khan
    
141,370,499
      
99
%
    
1,608,895
      
1
%
    
43,823
      
–
%
    
6,740,332
  
Sipho Nkosi
    
138,251,990
      
97
%
    
4,725,104
      
3
%
    
46,123
      
–
%
    
6,740,332
  

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
  
 
139,066,699
      
97
%
    
3,837,584
      
2.7
%
    
118,934
      
–
%
    
6,740,332
  

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

Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
 
148,597,869
      
99
%
    
1,134,554
      
0.75
%
    
31,126
      
–
%
    
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, 2023.

Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
 
149,613,235
      
99
%
    
55,123
      
0.03
%
    
95,191
      
–
%
    
0
  

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, 2023.

Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
 
140,172,441
      
98
%
    
2,822,606
      
2
%
    
28,170
      
–
%
    
6,740,332
  

Proposal 6. To re-appoint PricewaterhouseCoopers LLP as the Company’s U.K. statutory auditor for the fiscal year ended December 31, 2024.
 
Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
 
148,601,757
      
99
%
    
1,133,178
      
0.75
%
    
28,614
      
–
%
    
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
  
 
149,633,603
      
99
%
    
85,569
      
0.05
%
    
44,377
      
–
%
    
0
  

Proposal 8. To authorize the Board of Directors to allot shares.
 
Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
 
148,510,780
      
99
%
    
1,159,911
      
0.8
%
    
92,858
      
–
%
    
0
  

Proposal 9. To authorize the Board of Directors to allot shares without rights of preemption.
 
Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
 
147,770,876
      
99
%
    
1,785,873
      
1
%
    
206,800
      
–
%
    
0
  

Proposal 10. To approve forms of share repurchase contracts and share repurchase counterparties.
 
Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
 
149,344,457
      
99
%
    
221,007
      
0.1
%
    
198,085
      
–
%
    
0
  

Proposal 11.  To approve an amendment to the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan for the sole purpose of increasing the authorized shares thereunder.

Votes
For
    
%
    
Votes
Against
    
%
    
Abstain
    
%
    
Broker
Non-Votes
  
 
139,521,106
      
98
%
    
3,462,282
      
2
%
    
39,829
      
–
%
    
6,740,332
  

Item 9.01.
Financial Statements and Exhibits.

(d)

Exhibit
No.
  
 
Description
 
Press Release, dated May 8, 2024.
104
  
Inline XBRL for the cover page of this Current Report on Form 8-K.

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.
 
   
TRONOX HOLDINGS PLC
      
Date: May 9, 2024
By:
/s/ Jeffrey Neuman
   
Name:
Jeffrey Neuman
   
Title:
Senior Vice President, General Counsel and Secretary