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

May 31, 2023

Date of Report (Date of Earliest Event Reported)

 

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-36794	46-4845564
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
Of Incorporation)	File Number)	Identification No.)

1007 Market Street

Wilmington, Delaware 19801

(Address of principal executive offices)

Registrant’s telephone number, including area code: (302) 773-1000

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-12 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
Common Stock ($0.01 par value)	CC	New York Stock Exchange

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 Arrangements of Certain Officers.

On May 31, 2023, Sameer Ralhan, Senior Vice President of The Chemours Company (the “Company”), notified the Company of his intention to resign, effective June 19, 2023. Jonathan Lock, Senior Vice President, Chief Development Officer is appointed Senior Vice President, Chief Financial Officer, effective June 6, 2023. Additionally, Matthew Abbott, Vice President, Digital and Data Analytics Leader, is appointed Senior Vice President, Chief Enterprise Transformation Officer, effective June 6, 2023.

Mr. Lock, age 42, as Senior Vice President and Chief Development Officer, led our Corporate Strategy, M&A, Investor Relations, Sustainability and Regulatory Affairs functions. Mr. Lock was appointed to that role in November 2021. Mr. Lock joined Chemours in April 2018 as Vice President, Corporate Development and Investor Relations with oversight for Corporate Strategy, M&A, and Investor Relations. Prior to Chemours, Mr. Lock led corporate strategy and investor relations for SunCoke Energy and its Master Limited Partnership, SunCoke Energy Partners, from 2013 to 2018, where he helped the company expand and grow following its spin-out from Sunoco. Prior to SunCoke, Mr. Lock was a leader in the industrials practice at Marakon Associates where he advised Global 500 companies on growth and portfolio issues first from 2004 to 2008 and again from 2011 to 2013. From 2001 to 2004, Mr. Lock was a member of the Technology Labs group at Accenture.

In connection with his appointment to Senior Vice President, Chief Financial Officer, Mr. Lock will receive an annual base salary of $600,000 and be eligible for a target Annual Incentive Plan (AIP) award of 75% of base salary and a target Long Term Incentive Plan (LTIP) award of $1,000,000.

There are no arrangements or understandings between Mr. Lock and any other persons in connection with his appointment. Mr. Lock does not have any family relationships with any executive officer or director of Chemours and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of the Company, dated as of June 6, 2023.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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.

THE CHEMOURS COMPANY
By:	/s/ Kristine M. Wellman
	Kristine M. Wellman
	Senior Vice President, General Counsel & Corporate Secretary
Date:	June 6, 2023

EX-99.1

 

EXHIBIT 99.1

Sameer Ralhan Resigns as Chemours Chief Financial Officer (CFO);

Company Appoints Jonathan Lock as new CFO and Promotes Matt Abbott to Executive Team as SVP, Chief Enterprise Transformation Officer

Wilmington, Del., June 6, 2023 – The Chemours Company (“Chemours”) (NYSE: CC), a global chemistry company with leading market positions in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials, today announced the resignation of Sameer Ralhan, Chief Financial Officer (CFO), effective June 19. Leveraging a strong bench of top talent and thoughtful succession planning, Jonathan Lock, Senior Vice President (SVP) and Chief Development Officer, is appointed to the role of CFO, effective June 6. As CFO, Jonathan will lead Finance, Investor Relations, Corporate Development, Strategy, and Enterprise Risk Management. Jonathan will work closely with Sameer to ensure a seamless leadership transition. In addition, Matt Abbott, Vice President, Digital and Data Analytics, is promoted to SVP, Chief Enterprise Transformation Officer, a corporate officer, and senior executive position with responsibility for Information Technology, Cyber Security, Digital and Data Analytics and Procurement.

Chemours President and CEO Mark Newman acknowledged Sameer’s impact on the company saying, “Sameer has been a valued member of the Chemours executive team and has made significant contributions to the company’s success through his transformation of the Finance function into a source of strategic insight and analysis. We wish him all the best in his future endeavors.”

Continued Newman, “I’m thrilled to have the opportunity to place someone as talented as Jonathan into the role of CFO. Jonathan is well-known by investors and has led numerous high-value transactions for Chemours. He has a deep understanding of Chemours and capital markets, and his appointment ensures that we do not miss a beat in executing our strategy to deliver long term value to shareholders.”

Lock joined Chemours in 2018 as Vice President (VP) of Corporate Development and Investor Relations and went on to have responsibility for M&A, Corporate Strategy, Enterprise Risk Management, and more recently, Sustainability. Promoted to an officer in 2021, Lock brings more than two decades of experience across a range of management consulting, corporate strategy, investor relations, and corporate development roles. Lock is a proven leader and has led several strategic transactions for Chemours including the recent Fuel Cell joint venture with BWT/FumaTech and the divestiture of our Glycolic Acid business. With a talent for identifying growth opportunities, enterprise risk management, and strategic planning, Lock’s appointment brings an exciting new dimension to the CFO role. Lock holds a BS in Biomedical Engineering from Northwestern University, an MBA from the Kellogg School of Management, and a JD from the Northwestern University School of Law.

As a part of the CFO change, the Sustainability organization moves from Lock to Kristine Wellman, SVP, General Counsel and Corporate Secretary; a change that more effectively aligns and integrates Chemours’ commitment to sustainability with the company’s overall corporate governance, regulatory and government affairs strategies.

Joining the executive team to accelerate growth, unlock significant productivity, and improve operational performance across the enterprise, is Matt Abbott, the company’s first SVP & Chief Enterprise Transformation Officer. Abbott joined Chemours in 2017 and has held various roles across audit and controllership. Most recently as digital and data analytics leader, Abbott has been central to designing digital strategies to accelerate Chemours’ journey to becoming a data-driven organization. Prior to that, he served as Chief Audit Executive, and Chief Accounting Officer and Controller leading the global accounting and reporting operations of the Finance function, where he fostered a culture of excellence and continuous improvement. Prior to Chemours, Abbott was an Audit Partner with PricewaterhouseCoopers LLP. Matt brings over 25 years of experience and a deep understanding of the chemical sector that will enable him to accelerate Chemours’ journey towards operational excellence enabled by next generation digital solutions and technologies. Abbott holds a BSc in Management Sciences from Warwick Business School and is a licensed Certified Public Accountant.

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EXHIBIT 99.1

In this next evolution of the Chemours executive team, Newman concluded, “The changes announced today are a testament to the deep bench of top talent and strong succession plans that we have in place. Both Jonathan and Matt are incredibly talented leaders and will allow us to build on the significant momentum we have at Chemours as we continue our journey to grow and position this company for the future. I am proud of the agility and resilience of our teams to stay focused and continue serving our customers and delivering strong results in the face of changes and challenges. I have every confidence in our ability to continue executing our growth strategy.”

About The Chemours Company

The Chemours Company (NYSE: CC) is a global leader in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. We deliver customized solutions with a wide range of industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our flagship products are sold under prominent brands such as Ti-Pure™, Opteon™, Freon™, Teflon™, Viton™, Nafion™, and Krytox™. The company has approximately 6,600 employees and 29 manufacturing sites serving approximately 2,900 customers in approximately 120 countries. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

For more information, we invite you to visit chemours.comor follow us on Twitter @Chemoursor LinkedIn.

Forward-Looking Statements This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. The words "believe," "expect," "will," "anticipate," "plan," "estimate," "target," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date such statements were made. These forward-looking statements may address, among other things, the outcome or resolution of any pending or future environmental liabilities, the commencement, outcome or resolution of any regulatory inquiry, investigation or proceeding, the initiation, outcome or settlement of any litigation, changes in environmental regulations in the U.S. or other jurisdictions that affect demand for or adoption of our products, anticipated future operating and financial performance for our segments individually and our company as a whole, business plans, prospects, targets, goals and commitments, capital investments and projects and target capital expenditures, plans for dividends or share repurchases, sufficiency or longevity of intellectual property protection, cost reductions or savings targets, plans to increase profitability and growth, our ability to make acquisitions, integrate acquired businesses or assets into our operations, and achieve anticipated synergies or cost savings, all of which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized, such as full year guidance relying on models based upon management assumptions regarding future events that are inherently uncertain. These statements are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties that are beyond Chemours' control. Matters outside our control, including general economic conditions and the COVID-19 pandemic, have affected or may affect our business and operations and may or may continue to hinder our ability to provide goods and services to customers, cause disruptions in our supply chains such as through strikes, labor disruptions or other events, adversely affect our business partners, significantly reduce the demand for our products, adversely affect the health and welfare of our personnel or cause other unpredictable events. Additionally, there may be other risks and uncertainties that Chemours is unable to identify at this time or that Chemours does not currently expect to have a material impact on its business. Factors that could cause or contribute to these differences include the risks, uncertainties and other factors discussed in our filings with the U.S. Securities and Exchange Commission, including in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and in our Annual Report on Form 10-K for the year ended December 31, 2022. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.

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EXHIBIT 99.1

CONTACTS:

INVESTORS
Kurt BonnerManager, Investor Relations+1.302.773.0026
investor@chemours.com

NEWS MEDIA
Thomas Sueta

Corporate Communications Director

+1.302.773.3903

media@chemours.com

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XML

Document and Entity Information	May 31, 2023
Cover [Abstract]
Entity Registrant Name	The Chemours Company
Amendment Flag	false
Entity Central Index Key	0001627223
Document Type	8-K
Document Period End Date	May 31, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-36794
Entity Tax Identification Number	46-4845564
Entity Address, Address Line One	1007 Market Street
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	(302)
Local Phone Number	773-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock ($0.01 par value)
Trading Symbol	CC
Security Exchange Name	NYSE