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 the earliest event reported)
May 21, 2020
NL Industries, Inc.
(Exact name of registrant as specified in its charter)
New Jersey
1-640
13-5267260
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
     
5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240-2620
(Address of principal executive offices)
(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):
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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common stock
 
NL
 
New York Stock Exchange

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.

The registrant held its 2020 annual meeting of shareholders on May 21, 2020.  At the 2020 annual meeting, the registrant’s shareholders 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 2, 2020.  Shareholders present at the 2020 annual meeting, either in person or by proxy, represented 93.51% of the 48,755,734 shares eligible to vote at the meeting.

Proposal 1:  Election of Directors

The registrant’s shareholders elected Ms. Loretta J. Feehan, Mr. Robert D. Graham, Mr. John E. Harper, Ms. Meredith W. Mendes, Mr. Cecil H. Moore, Jr. and Gen. Thomas P. Stafford (ret.) as directors.  Each director nominee received votes “For” his or her election from at least 87.3% of the shares eligible to vote at the annual meeting.

Proposal 2:  Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation

The registrant’s shareholders 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 84.1% of the shares eligible to vote at the annual meeting.

Item 7.01
Regulation FD Disclosure.

The registrant also hereby furnishes the information set forth in its press releases issued on May 21, 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.

(d)
Exhibits
   
       
 
Item No.
 
Exhibit Index
       
 
99.1
 
Press release dated May 21, 2020 issued by the registrant.






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.

 
NL INDUSTRIES, INC.
 
(Registrant)
   
   
   
   
Date:  May 21, 2020
By:        /s/ Clarence B. Brown, III
Clarence B. Brown, III,
Vice President and Secretary




NL Industries, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas   75240-2620
Contact:    Janet G. Keckeisen
Vice President – Corporate Strategy and Investor Relations
(972) 233-1700
Press Release
 



FOR IMMEDIATE RELEASE



NL INDUSTRIES, INC. ANNOUNCES QUARTERLY DIVIDEND AND RESULTS OF
ANNUAL SHAREHOLDER MEETING

DALLAS, TEXAS – May 21, 2020 – NL Industries, Inc. (NYSE:  NL) announced that its board of directors has declared a quarterly dividend of four cents ($0.04) per share on its common stock, payable on June 23, 2020 to shareholders of record at the close of business on June 9, 2020.

NL Industries also announced that at its 2020 annual shareholder meeting held today its shareholders had:

elected each of Loretta J. Feehan, Robert D. Graham, John E. Harper, Meredith W. Mendes, Cecil H. Moore, Jr. and Thomas P. Stafford as a director for a one-year term; and
adopted a resolution that approved, on a nonbinding advisory basis, the compensation of its named executive officers as disclosed in the proxy statement for the 2020 annual meeting.

NL Industries, Inc. is engaged in the component products (security products and recreational marine components) and titanium dioxide products businesses.

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