8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 31, 2020

Venator Materials PLC

(Exact name of registrant as specified in its charter)

England and Wales	001-38176	98-1373159
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Titanium House, Hanzard Drive, Wynyard Park,

Stockton-On-Tees, TS22 5FD, United Kingdom

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +44 (0) 1740 608 001

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    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))

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:	Trading Symbol(s)	Name of each exchange on which registered:
Ordinary Shares, par value $0.001 per share	VNTR	New York Stock Exchange

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

Election of Directors

On December 31, 2020, the Board of Directors (the “Board”) of Venator Materials PLC (the “Company”) elected Barry B. Siadat, Aaron C. Davenport and Heike van de Kerkhof as new members of the Board. The appointment of Dr. Siadat was effective immediately, and the appointments of Mr. Davenport and Ms. van de Kerkhof were effective January 1, 2021. Dr. Siadat was elected Chairman of the Board and was not appointed to any committee of the Board. Mr. Davenport was appointed to serve on the Nominating and Corporate Governance Committee of the Board and Ms. van de Kerkhof was appointed to serve on the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board.

There are no arrangements between Dr. Siadat, Mr. Davenport, Ms. van de Kerkhof and any other person pursuant to which any of them were selected as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which any of Dr. Siadat, Mr. Davenport or Ms. van de Kerkhof has a material interest subject to disclosure under Item 404(a) of Regulation S-K. As non-employee directors, each of Dr. Siadat, Mr. Davenport and Ms. van de Kerkhof will be compensated for his or her services as described in the Company’s proxy statement for its 2020 annual meeting of stockholders, filed with the Securities and Exchange Commission on May 18, 2020, under the heading “Director Compensation.”

Departure of Directors or Certain Officers

On December 31, 2020, Douglas D. Anderson and Sir Robert J. Margetts each informed the Company that he would resign from the Board, effective January 1, 2021. Mr. Anderson’s and Sir Robert’s resignations are not the result of any disagreement with the Company.

Item 7.01           Regulation FD Disclosure

On January 4, 2021, Venator Materials PLC issued a press release titled “Venator Board Elects Three New Directors.”  The press release is furnished herewith as Exhibit 99.1 .

Item 9.01.          Financial Statements and Exhibits.

(d) Exhibits.

Number	Description of Exhibits
99.1	Press Release dated January 4, 2021 titled “Venator Board Elects Three New Directors”
104	Cover Page Interactive Data File (formatted in Inline XBRL and embedded within the 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.

VENATOR MATERIALS PLC

/s/ SEAN PETTEY

Assistant Secretary

Dated: January 4, 2021

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE 

JANUARY 4, 2021

MEDIA CONTACT:	IR CONTACT:
Karen Fenwick	Kate Robertson
Direct: +44 (0) 1740 608076	Direct: +1 (832) 663-4656

Venator Board Elects Three New Directors

WYNYARD, UK – Venator Materials PLC (NYSE: VNTR) (“Venator”) announced today that Barry B. Siadat, Aaron C. Davenport and Heike van de Kerkhof have been elected as new members to its Board of Directors.

The appointment of Dr. Siadat was effective December 31, 2020. Prior to co-founding SK Capital Partners, Dr. Siadat worked for 37 years in the chemicals and materials industries as an inventor, operator and investor. Dr. Siadat has been the chairman of several specialty materials and chemicals companies. He currently serves as Chairman of the Board for Ascend Performance Materials, Aristech Acrylics, Archroma and SI Group. Additionally, he serves on the Board of Directors of Mt. Sinai Hospital in Miami Beach. Dr. Siadat has been elected Chairman of the Board of Directors of Venator.

The appointment of Mr. Davenport was effective January 1, 2021. Mr. Davenport also is a managing director of SK Capital, focusing on the specialty chemicals and pharmaceutical industries. He currently serves as Chairman of the Board of Noramco, Tasmanian Alkaloids, Wavelength Pharmaceuticals and Perimeter Solutions. Mr. Davenport was appointed to serve on Venator’s Nominating and Corporate Governance Committee.

The appointment of Ms. van de Kerkhof was effective January 1, 2021. Ms. van de Kerkhof has more than 30 years´ experience in the chemicals and materials industries. She is currently Chief Executive Officer and a member of the Board of Directors at Archroma Management GmbH. Prior to Archroma, she held leadership positions across various functions at DuPont from 1989 to 2015 and at Chemours, from 2015 – 2017. Ms. van de Kerkhof was appointed to serve as Chair of Venator’s Nominating and Corporate Governance Committee and a member of its Compensation Committee.

Daniele Ferrari, Peter R. Huntsman, Kathy D. Patrick and Simon Turner will continue to serve on the Board as a Directors. Mr. Ferrari was appointed Chair of the Audit Committee and member of the Compensation Committee and member of the Nominating and Corporate Governance Committee. Mr. Huntsman was appointed to serve as member of the Audit Committee. Ms. Patrick was appointed Chair of the Compensation Committee and member of the Audit Committee. Douglas D. Anderson and Sir Robert J. Margetts have each resigned from the Board, effective January 1, 2021.

Simon Turner, President and CEO of Venator, commented, “We are pleased to welcome Barry, Aaron and Heike to our Board of Directors. They each have a wealth of experience within the chemical industry and are valuable additions to the Board. I look forward to working with them on future strategy and value creation opportunities for Venator.”

About Venator

Venator is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO2 business, and Performance Additives, which consists of our functional additives, color pigments, timber treatment and water treatment businesses. We operate 24 facilities, employ approximately 4,000 associates worldwide and sell our products in more than 110 countries.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward looking statements represent Venator’s expectations or beliefs concerning future events, and it is possible that the expected results described in this press release will not be achieved. These forward looking statements are subject to risks, uncertainties and other factors, many of which are outside of Venator’s control, that could cause actual results to differ materially from the results discussed in the forward looking statements, including the impacts and duration of the global outbreak of the Coronavirus Disease 2019 pandemic on the global economy and all aspects of our business, including our employees, customers, suppliers, partners, results of operations, financial condition and liquidity, global economic conditions, our ability to maintain sufficient working capital, our ability to access capital markets on favorable terms, our ability to transfer technology and manufacturing capacity from our Pori, Finland manufacturing facility to other sites in our manufacturing network, the costs associated with such transfer and the closure of our Pori facility, our ability to realize financial and operational benefits from our business improvement plans and initiatives, impacts on TiO2 markets and the broader global economy from the imposition of tariffs by the U.S. and other countries, changes in raw material and energy prices, or interruptions in raw materials and energy, industry production capacity and operating rates, the supply demand balance for our products and that of competing products, pricing pressures, technological developments, legal claims by or against us, changes in government regulations, including increased manufacturing, labeling and waste disposal regulations and the classification of TiO2 as a carcinogen in the EU, geopolitical events, cyberattacks and public health crises such as coronavirus.

Any forward looking statement speaks only as of the date on which it is made, and, except as required by law, Venator does not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Venator to predict all such factors. When considering these forward looking statements, you should keep in mind the risk factors and other cautionary statements in Venator's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC and in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The risk factors and other factors noted therein could cause its actual results to differ materially from those contained in any forward looking statement.

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Cover	Dec. 31, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Entity File Number	001-38176
Entity Registrant Name	Venator Materials PLC
Entity Central Index Key	0001705682
Entity Tax Identification Number	98-1373159
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	Titanium House
Entity Address, Address Line Two	Hanzard Drive
Entity Address, Address Line Three	Wynyard Park
Entity Address, City or Town	Stockton-On-Tees
Entity Address, Country	GB
Entity Address, Postal Zip Code	TS22 5FD
City Area Code	44
Local Phone Number	1740 608 001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, par value $0.001 per share
Trading Symbol	VNTR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false