NL 8-K
Nli Holdings, Inc. (NL)
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
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The registrant held its 2023 annual meeting of shareholders on May 18, 2023. At the 2023 annual meeting, the registrant’s shareholders voted on the four proposals described in detail in the registrant’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 29, 2023. Shareholders present at the 2023 annual meeting, either in person or by proxy, represented 94.6% of the 48,815,734 shares eligible to vote at the meeting.
Proposal 1: Election of Directors
The registrant’s shareholders elected Ms. Loretta J. Feehan, Mr. John E. Harper, Ms. Meredith W. Mendes, Mr. Cecil H. Moore, Jr., Ms. Courtney J. Riley, Mr. Michael S. Simmons and Gen. Thomas P. Stafford (ret.) as directors. Each director nominee received votes “For” his or her election from at least 86.9% 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 2023 proxy statement. The resolution received the approval from 86.6% of the shares eligible to vote at the annual meeting.
Proposal 3: Say-When-on-Pay, Nonbinding Advisory Vote on the Preferred Frequency of Executive Compensation Votes
The registrant’s shareholders voted, on a nonbinding advisory basis, on the preferred frequency of every year, every other year or every third year for future advisory votes on the named executive officer compensation as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission. An annual vote on such named executive officer compensation received the vote of 90.2% of the shares eligible to vote at the annual meeting. In light of the results of this nonbinding advisory vote, the registrant intends to hold an annual nonbinding advisory vote on such named executive officer compensation until the next required vote on the frequency of shareholder votes on the compensation of executives.
Proposal 4: 2023 Non-Employee Director Stock Plan
The registrant’s shareholders approved the NL Industries, Inc. 2023 Non-Employee Director Stock Plan. The plan received the approval from 92.9% of the shares eligible to vote at the annual meeting.
Item 7.01 | Regulation FD Disclosure. |
The registrant hereby furnishes the information set forth in its press release issued on May 18, 2023, 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. | Description | ||||||
99.1 | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||
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 18, 2023 | By: /s/Amy A. Samford |
Executive Vice President and |
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NL INDUSTRIES, INC. ANNOUNCES QUARTERLY DIVIDEND AND RESULTS OF
ANNUAL SHAREHOLDER MEETING
DALLAS, TEXAS – May 18, 2023 – NL Industries, Inc. (NYSE: NL) announced that its board of directors has declared a quarterly dividend of seven cents ($0.07) per share on its common stock, payable on June 20, 2023 to shareholders of record at the close of business on June 5, 2023.
NL Industries also announced that at its 2023 annual shareholder meeting held today its shareholders had:
| ● | elected each of Loretta J. Feehan, John E. Harper, Meredith W. Mendes, Cecil H. Moore, Jr., Courtney J. Riley, Michael S. Simmons and Thomas P. Stafford as a director for a one-year term; |
| ● | 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 2023 annual shareholder meeting; |
| ● | approved, on a nonbinding advisory basis, an annual nonbinding advisory vote on named executive officer compensation as such compensation is disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission; and |
| ● | approved the NL Industries, Inc. 2023 Non-Employee Director Stock Plan. |
NL Industries, Inc. is engaged in the component products (security products and recreational marine components) and chemicals (TiO2) businesses.
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Investor Relations Contact
Bryan A. Hanley
Senior Vice President and Treasurer
Tel. 972-233-1700