Tronox Holdings plc 8-K, filed Dec 28, 2020
Tronox Holdings plc (TROX)
8-K
2020-12-28
For: 2020-12-24
View Original
Added on
April 07, 2026
About this 8-K
Tronox Holdings plc filed this 8-K on December 28, 2020, reporting on events of December 24, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported) December 28, 2020 (December 24, 2020 )
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Laporte Road, Stallingborough
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Grimsby, North East Lincolnshire, DN40 2PR, UK
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(Address of Principal Executive Offices) (Zip Code)
(203 ) 705-3800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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))
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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 (Sec.230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On December 27, 2020, Tronox Holdings plc (“Tronox” or the “Company”), announced that Chairman and Chief Executive Officer Jeffry N. Quinn will take a leave
of absence effective immediately and that the Board of Directors of the Company (the “Board”) has appointed John D. Romano, age 56, Executive Vice President, Chief Commercial and Strategy Officer, and Jean-François Turgeon, age 54, Executive Vice
President and Chief Operating Officer, as co-Chief Executive Officers on an interim basis, effective immediately. In addition, Ilan Kaufthal, Lead Independent Director, has been elected Chairman of the Board on an interim basis, effective
immediately.
Summaries of Mr. Romano’s and Mr. Turgeon’s biographical and business experience can be found in the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission (“SEC”) on April 27, 2020 on page 36, which summaries are incorporated by reference in this Item 5.02.
In consideration of their additional service, the Board has approved letter agreements with each of Mr. Romano and Mr. Turgeon providing for (i) an additional
salary stipend of $25,000 per month for the duration of his service as co-Chief Executive Officer on an interim basis, (ii) a one-time cash bonus of $500,000 paid at the completion of his service as co-Chief Executive Officer on an interim basis and
(iii) a one-time award of Restricted Stock Units with a value of $750,000 that shall vest on March 5, 2023, subject to continued employment with the Company.
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Item 7.01.
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Regulation FD Disclosure.
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On December 27, 2020, the Company issued a press release relating to certain matters set forth in this Current Report on Form 8-K which is furnished herewith
as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being “furnished” and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
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Item 8.01.
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Other Events.
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On December 24, 2020, Mr. Quinn alerted the Board that he had been referenced as an unnamed individual in a SEC civil complaint and related criminal complaint
regarding alleged insider trading by the defendant named in the complaints in the shares of Ferro Corporation in February and March of 2016. Mr. Quinn served as a director of Ferro Corporation from May 2013 through August 2016. Mr. Quinn has been a
director of Tronox since 2011, was appointed President and Chief Executive Officer in December 2017 and was appointed Chairman of the Board in March 2019. Neither Tronox nor Tronox’s shares are referenced in the complaints.
The information set forth above in Item 5.02 is incorporated by reference in this Item 8.01.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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Press Release, dated December 27, 2020.
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K.
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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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TRONOX HOLDINGS PLC
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Date: December 28, 2020
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By:
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/s/ Jeffrey N. Neuman
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Name: Jeffrey N. Neuman
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Title: Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
Tronox Appoints John D. Romano and Jean-François Turgeon co-Chief Executive Officers on Interim Basis
Jeffry N. Quinn to Take Leave of Absence
Lead Independent Director Ilan Kaufthal Elected Chairman of the Board on Interim Basis
STAMFORD, Conn. – December 27, 2020 – Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium
dioxide pigment, today announced that its Board of Directors (the “Board”) appointed John D. Romano, Executive Vice President, Chief Commercial and Strategy Officer, and Jean-François Turgeon, Executive Vice President and Chief Operating Officer, as
co-Chief Executive Officers on an interim basis, effective immediately. In addition, Ilan Kaufthal, Lead Independent Director, has been elected Chairman of the Board on an interim basis, effective immediately.
Chairman and Chief Executive Officer Jeffry N. Quinn will take a leave of absence, effective immediately. On December 24, 2020, Mr. Quinn alerted the Board
that he had been referenced as an unnamed individual in a Securities and Exchange Commission civil complaint and related criminal complaint regarding alleged insider trading by the defendant named in the complaints in the shares of Ferro Corporation
in February and March of 2016. Mr. Quinn served as a director of Ferro Corporation from May 2013 through August 2016. Mr. Quinn has been a director of Tronox since 2011, was appointed President and Chief Executive Officer in December 2017 and was
appointed Chairman of the Board in March 2019. Neither Tronox nor Tronox’s shares are referenced in the complaints.
Mr. Kaufthal commented, “As we closely monitor developments with respect to the complaints, the Board has determined that Mr. Quinn’s leave of absence and the
appointment of John D. Romano and Jean-François Turgeon as co-CEOs on an interim basis are in the best interests of Tronox and its stakeholders.”
Mr. Kaufthal continued, “The Board’s focus on maintaining a robust governance and succession planning process enabled our swift response to ensure the Company
continues to execute on its long-term strategic plan. Mr. Romano and Mr. Turgeon collaborated successfully in leading the Company through Tronox’s transformation, including the Cristal integration and the challenges presented by the pandemic. With
over six decades of combined leadership and operational experience in both the pigment and mining industries, including many years at Tronox, Mr. Romano and Mr. Turgeon have strong records of delivering results and appreciation for our culture. We
are confident that together, supported by a deep bench of talented senior management, we will continue to build on the significant momentum Tronox is currently experiencing in the market.”
Mr. Romano commented, “Over the last year, Tronox has demonstrated resiliency in meeting ongoing challenges. We remain confident that our vertical integration
strategy will continue to provide a competitive advantage, allowing Tronox to best serve our global customer base during this pivotal time in the TiO2 industry as we close out a strong fourth quarter. Jean-François and I appreciate the Board’s
confidence as we work closely to ensure a seamless transition for all our stakeholders.”
Mr. Turgeon added, “As we continue to operate our business with a high level of excellence, we remain focused on meeting the needs of our customers and
driving financial results. We have demonstrated our unwavering commitment to delivering safe, quality, low-cost, sustainable tons for our customers. John and I are confident Tronox is well positioned to capitalize on the future market recovery.”
While serving as co-Chief Executive Officers on an interim basis, John D. Romano and Jean- François Turgeon will maintain their respective responsibilities as
Executive Vice President, Chief Commercial and Strategy Officer, and Executive Vice President and Chief Operating Officer.
About John D. Romano
Mr. Romano currently serves as co-Chief Executive Officer on an interim basis as well as Executive Vice President, Chief Commercial and Strategy Officer.
Previous roles include Senior Vice President and President of the Company’s Pigment and Electrolytic operations, as well as Executive Vice President of Tronox Incorporated. He has held a variety of senior sales and marketing leadership positions at
Tronox and its predecessor companies dating back to 1988.
Mr. Romano holds a Bachelor’s degree in Accounting from Oklahoma State University.
About Jean-François Turgeon
Mr. Turgeon currently serves as co-Chief Executive Officer on an interim basis as well as Executive Vice President and Chief Operating Officer. Mr. Turgeon
joined Tronox in January 2014 to integrate the mineral sands and pigment business. In addition, he has accountability for integrated business planning, technology, supply chain and capital investment, including mine development. Mr. Turgeon brings
decades of leadership experience in the global titanium dioxide business. He joined Tronox from the Rio Tinto Group, where he served for more than 24 years, culminating in his position as Managing Director of its iron and titanium division. Mr.
Turgeon holds a Bachelor of Science degree in Chemical Engineering from Université Laval and a Master’s degree in Hydrometallurgy from McGill University.
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium
dioxide products and high-purity titanium chemicals, and zircon. We mine titanium-bearing mineral sands and operate upgrading
facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich
diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add
brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.
Cautionary Statement about Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth and other strategies and anticipated trends
in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ
materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, the impact of today’s announcements;
market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the coronavirus outbreak, that adversely affect the demand for our end-use
products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings
with the Securities and Exchange Commission.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for
our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we
nor any other person assumes responsibility for the accuracy or completeness of any of these forward- looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable
laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact:
Melissa Zona +1.636.751.4057
Investor Contact:
Jennifer Guenther +1.646.960.6598
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