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 |
| (Commission File Number) |
| (IRS Employer |
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 |
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 |