Tronox Holdings plc 8-K/A, filed Mar 16, 2023
Tronox Holdings plc (TROX)
8-K/A
2023-03-16
For: 2022-12-15
View Original
Added on
April 07, 2026
About this 8-K/A
Tronox Holdings plc filed this 8-K/A on March 16, 2023, reporting on events of December 15, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2023 (December 15, 2022 )
(Exact Name of Registrant as Specified in Its Charter)
|
England and Wales
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
Laporte Road, Stallingborough
Grimsby, North East Lincolnshire, DN40 2PR,
|
(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:
|
|
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
|
|
|
|
|
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. ☐
Explanatory Note: On December 15, 2022, Tronox
Holdings plc (the “Company”) issued a press release, and on December 15, 2022 filed a Current Report on Form 8-K, announcing the retirement of Timothy Carlson as the Company’s Senior Vice President and Chief Financial Officer, effective as of
April 1, 2023 and the appointment of John Srivisal, currently the Company’s Senior Vice President, Business Development and Finance, as Mr. Carlson’s successor, effective as of April 1, 2023 (the “Effective Date”)
This Amendment No. 1 to the Form 8-K is being filed to include disclosure regarding Mr. Srivisal’s compensation as Senior Vice President, Chief
Financial Officer and his related employment offer letter with the Company.
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
|
In connection with Mr. Srivisal’s appointment as the Company’s Senior Vice President and Chief Financial Officer, on March 15, 2023, the Company
entered into an offer letter (the “Offer Letter”) with Mr. Srivisal effective as of the Effective Date. The Offer Letter provides for an annual base salary of no less than $550,000, the entitlement to customary employee benefits, and an annual
cash target bonus opportunity of 70% of base salary if the Company achieves 100% of its targets. The Offer Letter also provides for an annual equity award with a grant value of 180% of salary.
In addition, the Offer Letter provides that in the event Mr. Srivisal’s employment is terminated without cause, he will receive one times the sum of
his annual base salary and annual target bonus, paid as a lump sum in accordance with the Company’s payroll practices, following the execution of a general release of claims. Further, if Mr. Srivisal’s employment is terminated without cause and
occurs within 12 months following a change in control, he will receive one times the sum of his annual base salary and annual target bonus in addition to 12 months of base salary severance.
The foregoing description of Mr. Srivisal’s Offer Letter is not complete and is qualified in its entirety by reference to the text of the Offer
Letter, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits
|
(d) Exhibits.
|
Exhibit
No. |
|
Description
|
|
|
Offer Letter, dated March 15, 2023
|
|
|
104
|
Inline XBRL for the cover page of this Current Report on Form 8-K
|
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.
|
TRONOX HOLDINGS PLC
|
||
|
Date: March 16, 2023
|
By:
|
/s/ Jeffrey Neuman
|
|
|
Name:
|
Jeffrey Neuman
|
||
|
Title:
|
Senior Vice President, General Counsel and Secretary
|
Exhibit 10.1
March 15, 2023
PERSONAL AND CONFIDENTIAL
To: Mr. Danye (John) Srivisal
|
|
Re:
|
Employment Offer Letter
|
Dear John:
We are pleased to offer you the position of Senior Vice President and Chief Financial Officer effective April 1, 2023. This employment offer letter replaces in its
entirety the letter dated March 8, 2018 between yourself and Tronox LLC. The annual rate of pay for the position is $550,000 payable bi-weekly every other Friday. This position is at a Band 1 Grade 1 level, and reports directly to the Company’s
Co-Chief Executive Officers.
Tronox has an annual cash incentive program. Your targeted payout will remain 70% of your base if the Company achieves 100% of its targets with a maximum payout of 140%
if the Company achieves 200% of its targets. Awards are typically paid in the first quarter of the following year.
You will be eligible for an annual Long-Term Incentive (LTIP) award equal to approximately 180% of your base salary in accordance with the Company’s annual LTIP grants.
This grant currently consists of time-based restricted shares vesting ratably over three years and performance-based restricted stock lapsing after three years.
You will receive a promotional LTIP grant on April 3, 2023 equaling the difference of the value that was granted to you on February 21, 2023 and the value of your new
LTIP award based on your new salary. The number of Restricted Share Units (“RSUs”) granted will be based on the closing stock price on April 3, 2023.
The Company offers its employees a comprehensive and competitive benefits package that includes a full range of healthcare and life insurance benefits. The Company’s
401(k) plan has a Company match of 100% of the first 6% of an employee’s contribution up to 6% of salary and bonus. In addition, Tronox is contributing a profit sharing discretionary amount of 6% of salary and bonus to employee’s 401(k) accounts.
Combined with the Company match and discretionary contributions, assuming you contribute 6% to your 401k, 18% of your salary and bonus will go towards your 401(k) retirement account on a monthly basis.
In the event of termination without cause, you will receive one times the sum of your annual base salary and annual target bonus, paid as a lump sum in accordance with
the Company’s payroll practices, following the execution of a general release of claims. If the termination without cause occurs within 12 months following a Change in Control (as such term is defined under the Company’s Amended and Restated Tronox
Holdings plc Management Equity Incentive Plan) you will receive one times the sum of your annual base salary and annual target bonus in addition to 12 months of base salary severance.
You will be eligible to receive 5 weeks of vacation annually and 10 Company paid holidays. Tronox also provides 10 days of sick leave annually. In addition, you will be
eligible to participate in the Company’s Executive Financial Counseling Program and utilize financial advisors of your own choosing provided that the Company will not reimburse you for more than $10,000 per year for this service.
Tronox Holdings plc
263 Tresser Blvd., Suite 1100
Stamford, CT 06901 | www.tronox.com
1
We look forward to continuing to work with you at Tronox.
Sincerely,
|
/s/ Jean-Francois Turgeon
|
|
|
Jean-François Turgeon
|
|
|
Co-CEO
|
|
|
Tronox Holdings plc
|
|
|
/s/ John Romano
|
|
|
John D. Romano
|
|
|
Co-CEO
|
|
|
Tronox Holdings plc
|
|
Acknowledgement:
Agreed on this the 15th day of March 2023
|
/s/ Danye J. Srivisal
|
|
|
By: Danye (John) Srivisal
|
|
Tronox Holdings plc
263 Tresser Blvd., Suite 1100
Stamford, CT 06901 | www.tronox.com
2