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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2020, the Compensation Committee of the Board of Directors of Venator Materials PLC (the “Company”) took the following actions:
Termination of Executive Elective Deferral Plan
The Company terminated the Venator Executive Elective Deferral Plan (the “Executive EDP”), effective December 31, 2020, following a change of control as defined by Internal Revenue Code section 409A, and determined to pay all amounts accrued to the participants in the Executive EDP. Kurt D. Ogden and Russ R. Stolle, each an Executive Vice President of the Company and a named executive officer, are participants in the Executive EDP.
The Executive EDP was adopted on February 13, 2018, to replace and continue the terms of the interim 2017 Supplemental Savings Program established to provide eligible executives retirement benefits based on those previously provided to them by Huntsman Corporation (“Huntsman”) prior to the Company’s separation from Huntsman. Those benefits were previously provided to executives under (i) Huntsman’s 401(k) plan (including matching and nondiscretionary employer contributions) to the extent such contributions to the 401(k) plan were subject to legal limits on the amount of contributions that can be allocated to an individual in a single year, and (ii) Huntsman’s Cash Balance Plan (a tax qualified pension plan) and its Supplemental Executive Retirement Plan (a supplemental non-qualified pension plan). Previously, on April 27, 2020, the Company amended the Executive EDP, to be effective January 1, 2021, to discontinue permitting deferred compensation contributions to the Executive EDP by participants, and to cease making Company contributions to the Executive EDP, and also determined to instead make periodic cash payments to the former EDP participants in lieu of amounts that would have been credited as Company contributions under the Executive EDP. Kurt D. Ogden and Russ R. Stolle will receive such periodic payments in lieu of EDP Company contributions beginning January 1, 2021.
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.
| VENATOR MATERIALS PLC | |
| /s/ SEAN PETTEY | |
| Assistant Secretary |
Dated: December 23, 2020