Form 8-K

 

 

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): May 21, 2014

 

 

TRONOX LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Western Australia, Australia   001-35573   98-1026700

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

One Stamford Plaza

263 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

(Address of principal executive offices, including 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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Annual General Meeting of Shareholders (the “Annual Meeting”) of Tronox Limited (the “Company” or “our”) was held on May 21, 2014.

(b) At the Annual Meeting, shareholders voted in favor of (i) the election of the directors listed below; (ii) the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and (iii) approving, on a non-binding advisory basis, the compensation of our named executive officers.

The final voting results for each of these proposals are as follows:

Proposal 1(a). Election of Class A directors (elected by the holders of Class A ordinary shares of the company). To elect six Class A directors to terms expiring in 2015. This proposal received the required affirmative vote of holders of a plurality of the votes cast and the directors were elected.

 

Nominee

   Votes For      Votes
Withheld
     Broker Non-
Votes
 

Thomas Casey

     43,041,203         1,595,479         10,552,809   

Andrew P. Hines

     44,603,988         32,694         10,552,809   

Wayne A. Hinman

     36,923,366         7,713,316         10,552,809   

Peter Johnston

     43,935,633         701,049         10,552,809   

Ilan Kaufthal

     43,801,967         834,715         10,552,809   

Jeffry N. Quinn

     34,906,166         9,730,516         10,552,809   

Proposal 1(b). Election of Class B directors (elected by the holders of Class B ordinary shares of the company). To elect three Class B directors to terms expiring in 2015. This proposal received the required affirmative vote of holders of a plurality of the votes cast and the directors were elected.

 

Nominee

   Votes For      Votes
Withheld
     Broker Non-
Votes
 

Daniel Blue

     51,154,280         0         0   

Wim de Klerk

     51,154,280         0         0   

Sipho Nkosi

     51,154,280         0         0   

Proposal 2. To approve the appointment of the Tronox Limited independent registered public auditor, who will serve until that auditor resigns or is removed. This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

105,939,491

  384,087   20,193   N/A

Proposal 3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay”). This proposal received the required affirmative vote of holders of a majority of the votes cast and was approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

95,219,131

  537,322   34,509   10,552,809


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 LIMITED
    By:  

/s/ Richard L. Muglia

Date: May 23, 2014     Name:   Richard L. Muglia
    Title:   Senior Vice President, General Counsel and Secretary