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 27, 2022
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 ($.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 5.07Submission of Matters to a Vote of Security Holders.
The Chemours Company (the “Company”) held its annual meeting of shareholders on April 27, 2022 (the “Annual Meeting”).
At the Annual Meeting, shareholders:
| • | elected all ten director nominees to serve a one-year term; |
|---|---|
| • | approved the Company’s annual “say-on-pay” vote on an advisory basis; |
| --- | --- |
| • | approved “one year” as the frequency for the Company’s annual “say-on-pay” vote on an advisory basis; and |
| --- | --- |
| • | ratified PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. |
| --- | --- |
The final voting results for each proposal were as follows:
Proposal 1 – Election of Directors to Serve One-Year Term
| Nominee | For | Against | Abstain | Total | Broker Non-Votes |
|---|---|---|---|---|---|
| Curtis V. Anastasio | 110,569,994<br><br><br>(99.00%) | 907,291 | 208,218 | 111,685,503 | 22,085,486 |
| Bradley J. Bell | 110,670,050<br><br><br>(99.09%) | 803,600 | 211,852 | 111,685,502 | 22,085,487 |
| Mary B. Cranston | 110,752,105<br><br><br>(99.16%) | 710,794 | 222,600 | 111,685,499 | 22,085,490 |
| Curtis J. Crawford | 110,546,897<br><br><br>(98.98%) | 917,522 | 221,080 | 111,685,499 | 22,085,490 |
| Dawn L. Farrell | 110,672,247<br><br><br>(99.09%) | 795,742 | 217,515 | 111,685,504 | 22,085,485 |
| Erin N. Kane | 110,709,593<br><br><br>(99.13%) | 766,759 | 209,149 | 111,685,501 | 22,085,488 |
| Sean D. Keohane | 110,611,290<br><br><br>(99.04%) | 872,333 | 201,880 | 111,685,503 | 22,085,486 |
| Mark E. Newman | 110,959,647<br><br><br>(99.35%) | 520,640 | 205,217 | 111,685,504 | 22,085,485 |
| Guillaume Pepy | 110,901,171<br><br><br>(99.30%) | 572,190 | 212,135 | 111,685,496 | 22,085,493 |
| Sandra P. Rogers | 110,787,319<br><br><br>(99.20%) | 688,532 | 209,648 | 111,685,499 | 22,085,490 |
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation
| For | Against | Abstain | Total | Broker Non-Votes |
|---|---|---|---|---|
| 105,824,703<br><br><br>(94.75%) | 5,357,332 | 503,454 | 111,685,489 | 22,085,500 |
Proposal 3 – Advisory Vote on Frequency of Advisory Vote to Approve Named Executive Officer Compensation
| One Year* | Two Year | Three Year | Abstain | Total | Broker Non-Votes |
|---|---|---|---|---|---|
| 108,397,596<br><br><br>(97.06%) | 278,167 | 2,607,691 | 402,039 | 111,685,493 | 22,085,496 |
* The Company will include a stockholder vote on the compensation of executives in its proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of executives.
Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm
| For | Against | Abstain | Total | Broker Non-Votes |
|---|---|---|---|---|
| 132,496,474<br><br><br>(99.05%) | 1,056,898 | 217,617 | 133,770,989 | n/a |
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: | April 29, 2022 |