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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
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Of Incorporation) |
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File Number) |
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Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code:
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:
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Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Exchange on Which Registered |
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
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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. |
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☐ |
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Item 5.07Submission of Matters to a Vote of Security Holders.
The Chemours Company (the “Company”) held its annual meeting of shareholders on April 28, 2021 (the “Annual Meeting”).
At the Annual Meeting, shareholders:
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elected all nine director nominees to serve a one-year term; |
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approved the Company’s annual “say-on-pay” vote on an advisory basis; |
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ratified PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm; |
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voted below the eighty percent (80%) threshold needed to approve amendments to Chemours’ Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions with respect to certificate of incorporation and bylaw amendments; and |
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voted in favor of the Company’s Amended and Restated 2017 Equity and Incentive Plan. |
The final voting results for each proposal were as follows:
Proposal 1 – Election of Directors to Serve One-Year Term
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Nominee |
For |
Against |
Abstain |
Total |
Broker Non-Votes |
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Curtis V. Anastasio |
118,496,931 (99.23%) |
698,353 |
222,086 |
119,417,370 |
22,154,833 |
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Bradley J. Bell |
118,087,428 (98.89%) |
1,088,203 |
241,734 |
119,417,365 |
22,154,838 |
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Richard H. Brown |
118,395,131 (99.14%) |
762,899 |
259,337 |
119,417,367 |
22,154,836 |
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Mary B. Cranston |
118,377,183 (99.13%) |
793,133 |
247,055 |
119,417,371 |
22,154,832 |
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Curtis J. Crawford |
118,266,891 (99.04%) |
897,130 |
253,347 |
119,417,368 |
22,154,835 |
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Dawn L. Farrell |
117,845,074 (98.68%) |
1,323,507 |
248,789 |
119,417,370 |
22,154,833 |
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Erin N. Kane |
118,064,288 (98.87%) |
1,142,648 |
210,434 |
119,417,370 |
22,154,833 |
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Sean D. Keohane |
117,932,182 (98.76%) |
1,275,408 |
209,782 |
119,417,372 |
22,154,831 |
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Mark P. Vergnano |
118,584,515 (99.30%) |
567,976 |
264,879 |
119,417,370 |
22,154,833 |
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation
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For |
Against |
Abstain |
Total |
Broker Non-Votes |
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112,094,005 (93.87%) |
6,794,893 |
528,446 |
119,417,344 |
22,154,859 |
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm
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For |
Against |
Abstain |
Total |
Broker Non-Votes |
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140,662,517 (99.36%) |
633,572 |
276,114 |
141,572,203 |
n/a |
Proposal 4 – Approval of Amendments to the Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provisions with respect to Certificate of Incorporation and Bylaw Amendments
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For |
Against |
Abstain |
Total |
Broker Non-Vote |
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117,098,164 (70.89%) |
1,951,204 |
367,987 |
119,417,355 |
22,154,848 |
Proposal 5 – Approval of the Amendment and Restatement of The Chemours Company 2017 Equity and Incentive Plan
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For |
Against |
Abstain |
Total |
Broker Non-Votes |
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109,621,481 (91.80%) |
9,322,360 |
473,510 |
119,417,351 |
22,154,852 |
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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10.1 |
The Chemours Company Amended and Restated 2017 Equity and Incentive Plan. |
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104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
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THE CHEMOURS COMPANY |
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By: |
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/s/ Sameer Ralhan |
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Sameer Ralhan |
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Senior Vice President, Chief Financial Officer
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Date: |
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April 30, 2021 |
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