Tronox (TROX) 8-K Submission of Matters to a Vote of Security Holders

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 30, 2018 (May 23, 2018)

TRONOX LIMITED

(Exact name of registrant as specified in its charter)

Western Australia, Australia	001-35573	98-1026700
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

263 Tresser Boulevard, Suite 1100	Lot 22 Mason Road
Stamford, Connecticut 06901	Kwinana Beach, WA 6167 Australia

 (Address of principal executive offices, including zip code)

(203) 705-3800

(Registrant’s telephone number, including area code)

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 obligation of the registrant under any of the following provisions:

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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 (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.

(a) The Annual General Meeting of Shareholders (the “Annual Meeting”) of Tronox Limited (the “Company”) was held on May 23, 2018.

(b) At the Annual Meeting, shareholders voted in favor of (i) the election of the directors listed below; (ii) the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm; (iii) approving, on a non-binding advisory basis, the compensation of our named executive officers and (iv) approving special resolution authorizing financial assistance pursuant to Australian law.

The final voting results for each of these proposals are as follows:

Proposal 1(a). Election of Class A directors (elected by the holders of Class A ordinary shares of the Company). To elect seven Class A directors to terms expiring in 2019. This proposal received the required affirmative vote of holders of a majority of the votes cast and the directors were elected.

Nominee	Votes For		%			Votes Against		%			Abstain		%			Broker Non-Votes
Jeffry N. Quinn		70,862,885		98.44	%		1,118,387		1.55	%		5,489		.01	%		8,270,821
Ilan Kaufthal		71,361,569		99.13	%		616,360		.86	%		8,832		.01	%		8,270,821
Peter Johnston		71,243,597		98.97	%		737,679		1.02	%		5,485		.01	%		8,270,821
Wayne A. Hinman		71,169,254		98.87	%		808,656		1.12	%		8,851		.01	%		8,270,821
Andrew P. Hines		71,269,113		99.00	%		683,698		.95	%		33,950		.05	%		8,270,821
Sipho Nkosi		71,190,419		98.89	%		791,157		1.10	%		5,185		.01	%		8,270,821
Ginger Jones		71,733,489		99.65	%		226,431		.31	%		26,841		.04	%		8,270,821

Proposal 1(b). Election of Class B directors (elected by the holders of Class B ordinary shares of the Company). To elect two Class B directors to terms expiring in 2019. This proposal received the required affirmative vote of holders of a plurality of the votes cast and the directors were elected.

Nominee	Votes For		%			Votes Against		%		Abstain		%		Broker Non-Votes
Daniel Blue		28,729,280		100	%		0		0		0		0		0
Mxolisi Mgojo		28,729,280		100	%		0		0		0		0		0

Proposal 2. To ratify the appointment of the Tronox Limited independent registered public auditor. This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.

Votes For		%			Votes Against		%			Abstain		%			Broker Non-Votes
	107,932,348		99.03	%		1,011,277		.93	%		43,237		.04	%		0

Proposal 3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay”). This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.

Votes For		%			Votes Against		%			Abstain		%			Broker Non-Votes
	94,088,955		93.42	%		6,067,311		6.02	%		559,775		.56	%		8,270,821

Proposal 4. To approve special resolution authorizing financial assistance pursuant to Australian law. This proposal received the required affirmative vote of holders of at least 75% of the votes cast and was approved.

Votes For		%			Votes Against		%			Abstain		%			Broker Non-Votes
	99,283,524		98.58	%		1,403,393		1.39	%		29,124		.03	%		8,270,821

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.

	TRONOX LIMITED
	By:	/s/ Jeffrey N. Neuman
Date: May 30, 2018	Name:	Jeffrey N. Neuman
	Title:	Senior Vice President, General Counsel and Secretary