Attached files
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| EX-99.1 - KRONOS WORLDWIDE INC | ex991.htm |
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 20, 2020
Kronos Worldwide, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-31763
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76-0294959
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2620
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
(972) 233-1700
(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 (see
General Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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KRO
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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The registrant held its 2020 annual meeting of stockholders on May 20, 2020. At the 2020 annual meeting, the registrant’s stockholders voted on the two proposals described in detail in the registrant’s definitive proxy
statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 1, 2020. Stockholders present at the 2020 annual meeting, either in person or by proxy, represented
94.27% of the 115,651,706 shares eligible to vote at the meeting.
Proposal 1: Election of Directors
The registrant’s stockholders elected Ms. Loretta J. Feehan, Mr. Robert D. Graham, Mr. John E. Harper, Ms. Meredith W. Mendes, Mr. Cecil H. Moore, Jr., Gen. Thomas P. Stafford (ret.) and Dr. R. Gerald
Turner as directors. Each director nominee received votes “For” his or her election from at least 88.9% of the shares eligible to vote at the annual meeting.
Proposal 2: Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation
The registrant’s stockholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2020 proxy
statement. The resolution received the approval from 88.1% of the shares eligible to vote at the annual meeting.
| Item 7.01 |
Regulation FD Disclosure.
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The registrant also hereby furnishes the information set forth in its press releases issued on May 20, 2020, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information the registrant
furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration
statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Item No.
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Exhibit Index
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99.1
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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.
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KRONOS WORLDWIDE, INC.
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(Registrant)
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By: /s/ Clarence B. Brown, III
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Date: May 20, 2020
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Clarence B. Brown, III, Vice President, General Counsel and Secretary
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