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 21, 2013
TRONOX LIMITED
(Exact name of registrant as specified in its charter)
| Western Australia, Australia | 1-35573 | 98-1026700 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Stamford Plaza
263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
(Address of principal executive offices, including Zip Code)
(203) 705-3800
(Registrant’s telephone number, including area code)
n/a
(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-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 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Tronox Limited was held on May 21, 2013. At the annual meeting, shareholders voted in favor of (i) the re-election of the directors listed below; (ii) the Tronox Limited Annual Performance Plan; (iii) the appointment of Grant Thorton LLP as our independent registered public auditor, to serve until the earlier of the date that the auditor resigns or is removed; (iv) the compensation of our named executive officers (“the Say-on-Pay Vote”); and (v) an annual Say-on-Pay Vote.
The final voting results are as follows:
1(a). Election of Class A directors:
| Nominee |
Votes For | Votes Against |
Votes Withheld/Abstentions |
Broker Non- Votes |
Total Unvoted Shares |
|||||||||||||||
| Thomas Casey |
40,019,804 | 0 | 568,384 | 11,309,428 | 23,369,297 | |||||||||||||||
| Andrew P. Hines |
40,526,990 | 0 | 61,198 | 11,309,428 | 23,396,297 | |||||||||||||||
| Wayne A. Hinman |
39,569,246 | 0 | 1,018,942 | 11,309,428 | 23,396,297 | |||||||||||||||
| Ilan Kaufthal |
40,009,920 | 0 | 578,268 | 11,309,428 | 23,396,297 | |||||||||||||||
| Jeffry N. Quinn |
40,457,499 | 0 | 130,689 | 11,309,428 | 23,396,297 | |||||||||||||||
| Peter Johnston |
39,400,231 | 0 | 1,187,957 | 11,309,428 | 23,396,297 | |||||||||||||||
1(b). Election of Class B directors:
| Nominee |
Votes For | Votes Against | Votes Withheld/Abstentions |
Broker Non- Votes |
Total Unvoted Shares |
|||||||||||||||
| Daniel Blue |
51,154,280 | 0 | 0 | 0 | 0 | |||||||||||||||
| Wim de Klerk |
51,154,280 | 0 | 0 | 0 | 0 | |||||||||||||||
| Sipho Nkosi |
51,154,280 | 0 | 0 | 0 | 0 | |||||||||||||||
2. Approval of the Tronox Limited Annual Performance Bonus Plan:
| Votes For |
Votes Against |
Votes |
Broker Non-Votes |
Total Unvoted Shares | ||||
| 90,923,702 |
795,837 | 22,927 | 11,309,431 | 23,369,299 |
3. Approval of the appointment of the Company’s independent registered public auditor:
| Votes For |
Votes Against |
Votes Withheld/Abstentions |
Broker Non-Votes |
Total Unvoted Shares | ||||
| 102,890,861 |
105,527 | 55,509 | 0 | 12,059,868 |
4. Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:
| Votes For |
Votes Against |
Votes Withheld/Abstentions |
Broker Non-Votes |
Total Unvoted Shares | ||||
| 90,995,837 |
727,531 | 19,099 | 11,309,429.89 | 23,369,297 |
5. Approval, on a non-binding advisory basis, of the frequency of the Say-on-Pay Vote:
| 1 Year |
2 Years |
3 Years |
Votes Withheld/Abstentions |
Broker Non-Votes |
Total Unvoted Shares | |||||
| 90,958,809 |
93,640 | 571,223 | 118,794 | 11,309,431 | 23,369,299 |
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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.
Date: May 28, 2013
| TRONOX LIMITED | ||
| By: | /s/ Michael J. Foster | |
| Michael J. Foster | ||
| Senior Vice President - General Counsel and Secretary | ||
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