Venator Materials (VNTRF) 8-K Submission of Matters to a Vote of Security Holders

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): June 10, 2021

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
of Incorporation)		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):

¨    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))

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  ¨

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.  ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Ordinary Shares, par value $0.001 per share	VNTR	New York Stock Exchange

Item 5.07  Submission of Matters to a Vote of Security Holders

(a)  The 2021 Annual General Meeting of Shareholders (the “AGM”) of Venator Materials PLC (the “Company”) was held on June 10, 2021.

(b)  The Company’s shareholders voted on the following proposals at the AGM and cast their votes as follows:

Proposal 1 The eight nominees named below were elected to serve as directors of the board of directors, to serve until the 2022 Annual General Meeting, and the voting results were as follows:

Directors	For		Against		Abstain		Broker Non-Votes
Dr. Barry B. Siadat		78,710,930		193,655		605,157		8,264,820
Simon Turner		78,653,033		271,015		585,694		8,264,820
Aaron C. Davenport		78,625,311		280,764		603,667		8,264,820
Daniele Ferrari		77,288,259		1,643,326		578,157		8,264,820
Peter R. Huntsman		71,998,758		6,877,628		633,356		8,264,820
Heike van de Kerkhof		78,819,825		93,940		595,977		8,264,820
Vir Lakshman		78,814,600		95,785		599,357		8,264,820
Kathy D. Patrick		78,590,656		340,729		578,357		8,264,820

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
	78,558,934		362,166		588,642		8,264,820

Proposal 3 The vote to receive the U.K. audited annual report and accounts and related directors’ and auditors’ reports for the year ended December 31, 2020 was approved as set forth below.

For		Against		Abstain
	87,072,099		16,560		685,903

Proposal 4 The non-binding advisory vote to approve the directors' remuneration report for the year ended December 31, 2020 was approved as set forth below.

For		Against		Abstain		Broker Non-Votes
	78,606,983		327,465		575,294		8,264,820

Proposal 5 The ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ended December 31, 2021 was approved as set forth below.

For		Against		Abstain
	87,192,159		41,500		540,903

Proposal 6 The vote to approve the re-appointment of Deloitte LLP as U.K. statutory auditor until the next annual general meeting at which the Company’s annual report and accounts are laid was approved as set forth below.

For		Against		Abstain
	87,192,652		41,007		540,903

Proposal 7 The vote to authorize the Company’s board of directors 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
	87,094,775		137,684		542,103

Proposal 8 The vote to authorize the Company and its current or future subsidiaries to make political donations and incur political expenditure was approved as set forth below.

For		Against		Abstain
	85,927,012		1,181,283		666,267

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 11, 2021