8-K
Chemours Co (CC)
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
April 22, 2025
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 5.07 Submission of Matters to a Vote of Security Holders.
The Chemours Company (the “Company”) held its annual meeting of shareholders on April 22, 2025 (the “Annual Meeting”).
At the Annual Meeting, shareholders:
- elected all twelve director nominees to serve a one-year term;
- approved the Company’s annual “say-on-pay” vote on an advisory basis;
- ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm;
- voted below the eighty percent (80%) threshold needed to approve amendments to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions with respect to certificate of incorporation and bylaw amendments; and
- did not approve the shareholder proposal to adopt a policy to assess biodiversity impacts.
The final voting results for each proposal were as follows:
Proposal 1 – Election of Directors to Serve One-Year Term
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| George R. Brokaw | 113,119,474 (98.8%) | 995,554 | 336,713 | 17,502,145 |
| Alister Cowan | 109,785,566 (95.9%) | 4,337,219 | 328,953 | 17,502,148 |
| Mary B. Cranston | 107,550,123 (93.9%) | 6,558,458 | 343,158 | 17,502,147 |
| Denise Dignam | 110,855,969 (96.9%) | 3,263,448 | 322,323 | 17,502,146 |
| Dawn L. Farrell | 106,249,400 (92.8%) | 7,838,667 | 363,673 | 17,502,146 |
| Pamela F. Fletcher | 109,122,251 (95.3%) | 4,989,577 | 339,909 | 17,502,149 |
| Erin N. Kane | 108,417,338 (94.7%) | 5,354,232 | 680,172 | 17,502,144 |
| Joseph D. Kava | 110,874,330 (96.9%) | 3,245,153 | 332,255 | 17,502,148 |
| Sean D. Keohane | 107,961,063 (94.3%) | 5,823,965 | 666,708 | 17,502,150 |
| Courtney Mather | 112,833,875 (98.6%) | 1,241,136 | 376,733 | 17,502,142 |
| Livingston L. Satterthwaite | 110,304,689 (96.4%) | 3,810,901 | 336,144 | 17,502,152 |
| Leslie M. Turner | 109,779,613 (95.9%) | 4,324,283 | 347,849 | 17,502,141 |
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 107,364,819 (93.8%) | 6,555,780 | 531,115 | 17,502,172 |
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 130,472,563 (98.9%) | 1,086,156 | 395,167 | N/A |
Proposal 4 – Amendments to the Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 112,814,761 (75.5%)1 | 1,245,847 | 391,123 | 17,502,155 |
Proposal 5 – Shareholder Proposal to Adopt a Policy to Assess Biodiversity Impacts
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 7,308,931 (6.4%) | 106,431,799 | 710,987 | 17,502,169 |
1 Calculated based on the FOR votes as a percentage of the total voting power of the Company’s stock then outstanding.
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/ Shane Hostetter |
| Shane Hostetter | |
| Senior Vice President, Chief Financial Officer | |
| Date: | April 24, 2025 |