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): May 31, 2018

 

Venator Materials PLC

(Exact name of registrant as specified in its charter)

 

England and Wales

 

001-38176

 

98-1373159

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
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):

 

o              Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o              Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o              Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o              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

o

 

 

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.

o

 

 

 



 

Item 5.07  Submission of Matters to a Vote of Security Holders

 

(a)  The 2018 Annual General Meeting of Shareholders of Venator Materials PLC (the “Company”) was held on May 31, 2018 (the “Annual Meeting”).

 

(b)  The Company’s shareholders voted on the following 12 proposals (described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2018) at the Annual Meeting and cast their votes as follows:

 

Proposal 1                                   The six nominees named below were elected to serve as directors of the board of directors, to serve until the 2019 Annual General Meeting, and the voting results were as follows:

 

Directors

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Peter R. Huntsman

 

95,505,990

 

339,322

 

181,721

 

6,194,848

Simon Turner

 

95,648,209

 

197,075

 

181,749

 

6,194,848

Sir Robert J. Margetts

 

95,823,482

 

21,802

 

181,749

 

6,194,848

Douglas D. Anderson

 

95,822,456

 

22,828

 

181,749

 

6,194,848

Daniele Ferrari

 

95,819,001

 

26,508

 

181,524

 

6,194,848

Kathy D. Patrick

 

95,820,295

 

25,214

 

181,524

 

6,194,848

 

Proposal 2                                   The non-binding advisory vote to approve named executive officer compensation was approved as set forth below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

95,640,220

 

189,403

 

197,410

 

6,194,848

 

Proposal 3                                   The non-binding advisory vote on the frequency of the shareholder vote to approve the compensation of the Company’s named executive officers were as set forth below.

 

1 year

 

2 years

 

3 years

 

Abstain

 

Broker Non-Votes

95,554,313

 

9,056

 

270,051

 

193,613

 

6,194,848

 

Proposal 4                                   The non-binding advisory vote to receive the U.K. annual report and accounts was approved as set forth below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

95,845,025

 

1,674

 

180,334

 

6,194,848

 

Proposal 5                                   The non-binding advisory vote to approve named executive officer compensation was approved as set forth below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

95,741,160

 

92,982

 

197,410

 

6,194,848

 

Proposal 6                                   The vote to approve the directors’ remuneration policy was approved as set forth below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

95,654,410

 

179,452

 

193,171

 

6,194,848

 

Proposal 7                                   The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2018 was ratified, and the voting results were as follows.

 

For

 

Against

 

Abstain

102,017,694

 

17,344

 

186,843

 

2



 

Proposal 8                                   The vote to approve the re-appointment of Deloitte LLP as U.K. statutory auditor was approved as set forth below.

 

For

 

Against

 

Abstain

102,019,115

 

16,224

 

186,542

 

Proposal 9                                   The vote to authorize the board or the Audit Committee to determine the remuneration of Deloitte LLP as U.K. statutory auditor was approved as set forth below.

 

For

 

Against

 

Abstain

102,020,566

 

7,504

 

193,811

 

Proposal 10                            The vote to approve two forms of share repurchase contract and the repurchase counterparties was approved as set forth below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

95,892,056

 

12,400

 

122,577

 

6,194,848

 

Proposal 11                            The vote to approve the form of share repurchase contract with Huntsman Holdings (Netherlands) B.V. was approved as set forth below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

85,170,332

 

93,551

 

10,763,150

 

6,194,848

 

Proposal 12                            The vote to authorize Venator Materials PLC and its current or future subsidiaries to make political donations and incur political expenditure was approved as set forth below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

93,921,102

 

1,905,419

 

200,512

 

6,194,848

 

3



 

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: June 4, 2018

 

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