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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

 

August 31, 2021

Date of Report (Date of Earliest Event Reported)

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-36794

 

46-4845564

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

Of Incorporation)

 

File Number)

 

Identification No.)

 

1007 Market Street

Wilmington, Delaware, 19801

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (302) 773-1000

 

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 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 Exchange on Which Registered

Common Stock ($0.01 par value)

 

CC

 

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 (§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.

 

 

 

 

 


 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 31, 2021, The Chemours Company (“Chemours”) board of directors voted to appoint Sandra Phillips Rogers to the Chemours board of directors, which was announced on September 1, 2021. The appointment, which is effective October 1, 2021, increases the size of the board of directors to ten members, eight of which have been determined by the board of directors to be independent under the listing standards of the New York Stock Exchange and Chemours’ Corporate Governance Guidelines.

 

Sandra Phillips Rogers, 55, currently serves as group vice president, chief legal officer, general counsel and corporate secretary of Toyota Motor North America (TMNA). In January of 2019, Ms. Rogers also took on the role of chief diversity officer (CDO) and oversight responsibility for Social Innovation, Sustainability and Regulatory Affairs and Compliance and Audit Office. Previously, Ms. Rogers was vice president and deputy general counsel, Toyota Motor Sales (TMS), U.S.A., Inc. and prior to joining Toyota in June 2012, Ms. Rogers was a partner at Morgan, Lewis & Bockius. She also previously served as senior vice president, associate general counsel and chief litigation counsel at Pfizer Inc., and was managing partner of the Houston office of Shook, Hardy & Bacon.

 

There are no arrangements or understandings between Ms. Rogers and any other persons in connection with her appointment. Ms. Rogers does not have any family relationships with any executive officer or director of Chemours and she is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Rogers has not yet been appointed to any committees of the board of directors.

 

Ms. Rogers will receive compensation as a non-employee director in accordance with the non-employee director compensation practices described in Chemours’ Annual Proxy Statement filed with the Securities and Exchange Commission on March 12, 2021.  Chemours and Ms. Rogers will also enter into Chemours’ standard form of indemnification agreement filed as Exhibit 10.28 to Chemours’ Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 25, 2016.

 

 


 

 

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.

 

 

THE CHEMOURS COMPANY

 

By:

 

/s/ Sameer Ralhan

 

 

Sameer Ralhan

 

 

Senior Vice President, Chief Financial Officer

 

Date:

 

September 1, 2021