Current Report Filing (8-k)
04 January 2021 - 11:16PM
Edgar (US Regulatory)
0001705682
false
0001705682
2020-12-31
2020-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 31, 2020
Venator Materials PLC
(Exact name of registrant as specified in
its charter)
England and Wales
|
|
001-38176
|
|
98-1373159
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: +44 (0) 1740 608 001
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 obligations of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
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))
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered:
|
Ordinary Shares, par value $0.001 per share
|
|
VNTR
|
|
New
York Stock Exchange
|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On December 31, 2020, the Board of Directors
(the “Board”) of Venator Materials PLC (the “Company”) elected Barry B. Siadat, Aaron C. Davenport and
Heike van de Kerkhof as new members of the Board. The appointment of Dr. Siadat was effective immediately, and the appointments
of Mr. Davenport and Ms. van de Kerkhof were effective January 1, 2021. Dr. Siadat was elected Chairman of the Board and was not
appointed to any committee of the Board. Mr. Davenport was appointed to serve on the Nominating and Corporate Governance Committee
of the Board and Ms. van de Kerkhof was appointed to serve on the Compensation Committee of the Board and the Nominating and Corporate
Governance Committee of the Board.
There are no arrangements between Dr. Siadat,
Mr. Davenport, Ms. van de Kerkhof and any other person pursuant to which any of them were selected as a director, nor are there
any transactions to which the Company or any of its subsidiaries is a party and in which any of Dr. Siadat, Mr. Davenport or Ms.
van de Kerkhof has a material interest subject to disclosure under Item 404(a) of Regulation S-K. As non-employee directors, each
of Dr. Siadat, Mr. Davenport and Ms. van de Kerkhof will be compensated for his or her services as described in the Company’s
proxy statement for its 2020 annual meeting of stockholders, filed with the Securities and Exchange Commission on May 18, 2020,
under the heading “Director Compensation.”
Departure of Directors or Certain Officers
On December 31, 2020, Douglas D. Anderson
and Sir Robert J. Margetts each informed the Company that he would resign from the Board, effective January 1, 2021. Mr. Anderson’s
and Sir Robert’s resignations are not the result of any disagreement with the Company.
Item 7.01 Regulation FD Disclosure
On
January 4, 2021, Venator Materials PLC issued a press release titled “Venator Board Elects Three New Directors.”
The press release is furnished herewith as Exhibit 99.1 .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
|
VENATOR MATERIALS PLC
|
|
|
|
/s/ SEAN PETTEY
|
|
Assistant Secretary
|
Dated: January 4, 2021
Venator Materials (NYSE:VNTR)
Historical Stock Chart
From Apr 2024 to May 2024
Venator Materials (NYSE:VNTR)
Historical Stock Chart
From May 2023 to May 2024