-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D7bwMVNjPD99/7cM5zkpt5uHsojgWewKOGGkQb6jHe6L9qVA4mS4TK/qDtD2x5yn U+eN0Pn1E4qIKwoPvzpPXQ== 0000059255-05-000063.txt : 20051130 0000059255-05-000063.hdr.sgml : 20051130 20051129183416 ACCESSION NUMBER: 0000059255-05-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051129 ITEM INFORMATION: Other Events FILED AS OF DATE: 20051130 DATE AS OF CHANGE: 20051129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALHI INC /DE/ CENTRAL INDEX KEY: 0000059255 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 870110150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-48391 FILM NUMBER: 051233046 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: STE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTER STREET 2: 5430 LBJ FREEWAY SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: LLC CORP DATE OF NAME CHANGE: 19870329 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY LOAN CORP DATE OF NAME CHANGE: 19800414 8-K 1 vhi8k051129.txt VALHI FORM 8K 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 the earliest event reported) November 29, 2005 ------------------ Valhi, Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 1-5467 87-0110150 - ------------------- ------------------ ----------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) No.) 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697 - ---------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) (972) 233-1700 -------------- (Registrant's telephone number, including area code) (Former name or 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 (see General Instruction A.2): [ ] 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)) Item 8.01 Other Events. Section 303A.03(4) of the corporate governance rules of the New York Stock Exchange ("NYSE") Listed Company Manual requires NYSE-listed companies to disclose in their annual proxy statements: O the non-management director who presides at all regularly scheduled executive sessions of the non-management members of the board of directors; and O a method by which interested parties may be able to communicate concerns to the presiding director of the non-management directors. On November 1, 2005, the registrant's board of directors amended and restated the registrant's corporate governance guidelines to provide, in part, as follows. The non-management directors of the Company (as defined by the rules of the New York Stock Exchange) are entitled to meet on a regular basis throughout the year, and will meet at least once annually, without management participation. If the non-management directors are not all independent directors of the Company, the independent directors should meet at least once annually at a meeting of only the independent directors. The chairman of the audit committee shall be the presiding director at all of these meetings. The registrant has posted, among other corporate governance documents, its corporate governance guidelines (amended and restated as of November 1, 2005) on the corporate governance section of the registrant's website at www.valhi.net. The registrant has also undertaken with the NYSE to provide in the registrant's 2006 proxy statement language similar to the following. Stockholders and other interested parties who wish to communicate with the Board of Directors or its non-management directors may do so through the following procedures. Such communications not involving complaints or concerns regarding accounting, internal accounting controls and auditing matters related to Valhi ("Accounting Complaints or Concerns") may be sent to the attention of Valhi's corporate secretary at Valhi, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. Provided that any such communication relates to the business or affairs of Valhi and is within the function of the Board of Directors or its committees, and does not relate to insignificant or inappropriate matters, such communications, or summaries of such communications, will be forwarded to the chairman of the audit committee, who also serves as the presiding director of Valhi's non-management and independent director meetings. Accounting Complaints or Concerns, which may be made anonymously, should be sent to the attention of Valhi's general counsel with a copy to Valhi's chief financial officer at the same address as the corporate secretary. Accounting Complaints or Concerns will be forwarded to the chairman of the audit committee. Valhi will keep Accounting Complaints or Concerns confidential and anonymous, to the extent feasible, subject to applicable law. Information contained in an Accounting Complaint or Concern may be summarized, abstracted and aggregated for purposes of analysis and investigation. On November 21, 2005, the NYSE notified the registrant that it must publicly disclose the procedure by which a presiding director of the non-management directors is chosen and how interested parties may communicate concerns to the presiding director. SIGNATURE 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. VALHI, INC. (Registrant) By: /s/ A. Andrew R. Louis -------------------------- A. Andrew R. Louis Secretary Date: November 29, 2005 -----END PRIVACY-ENHANCED MESSAGE-----