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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
January 3, 2025
Date of Report (Date of Earliest Event Reported)
The Chemours Company
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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001-36794 |
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46-4845564 |
(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
Of Incorporation) |
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File Number) |
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Identification No.) |
1007 Market Street
Wilmington, Delaware 19801
(Address of principal executive offices)
Registrant’s telephone number, including area code: (302) 773-1000
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)) |
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 |
Common Stock ($0.01 par value) |
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CC |
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New York Stock Exchange |
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).
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Emerging growth company |
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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. |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2025, the Board of Directors (the “Board”) of The Chemours Company (the “Company”) appointed Joseph D. Kava as a member of the Board, effective January 3, 2025. In connection with Mr. Kava’s appointment, the Board increased its size from ten to eleven members, effective January 3, 2025, with ten of those members, including Mr. Kava, qualifying as independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.
There are no arrangements or understandings between Mr. Kava and any other persons in connection with his appointment. Mr. Kava does not have any family relationships with any executive officer or director of the Company and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Kava has been appointed to serve on the Audit Committee and on the Nominating and Corporate Governance Committee of the Board.
Mr. Kava will receive compensation as a non-employee director in accordance with the non-employee director compensation practices described under the heading “Director Compensation” in the Company’s Annual Meeting Proxy Statement filed with the Securities and Exchange Commission on April 11, 2024, which is incorporated by reference herein. The Company and Mr. Kava will enter into the Company’s standard form of indemnification agreement filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 25, 2016.
On January 7, 2025, the Company issued a press release announcing this change to the Company’s Board, which is attached as Exhibit 99.1 hereto.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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Press Release, dated as of January 7, 2025 |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL). |
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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THE CHEMOURS COMPANY |
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By: |
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/s/ Shane Hostetter |
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Shane Hostetter |
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Senior Vice President, Chief Financial Officer |
Date: |
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January 7, 2025 |
EXHIBIT 99.1
Chemours Appoints Google Executive Joseph Kava to its Board of Directors
Board addition brings strong tech industry expertise to advance the company’s Pathway to Thrive business strategy
Wilmington, Del., January 7, 2025 – The Chemours Company (Chemours) (NYSE: CC), a global leader in delivering innovative performance chemistry, today announced the appointment of Joseph (Joe) Kava to its Board of Directors, effective January 3, 2025.
Joe brings three decades of experience gained in leadership, operational, and technical roles at some of the world’s leading technology companies. He currently serves as Vice President of Data Centers at Google (NASDAQ: GOOG), where he has overseen site selection, design, construction management, operations, power purchasing, engineering, facility and hardware applications, environmental health and safety, and sustainability of Google’s global fleet of data centers. Joe is a staunch advocate for building sustainable data centers, and throughout his tenure at Google has focused on internalizing and operationalizing the company’s globally distributed data centers which are considered some of the most advanced, efficient, and sustainable in the business.
"The addition of Joe with his deep and broad range of skills and experience in technology, most recently in data centers and semiconductors, will further enhance the execution of Chemours’ business strategy,” said Dawn Farrell, Chemours’ Board Chair. “Joe’s appointment, the addition of several talented board members in 2024, and the deep experience of our longer serving board members, allow us to span industries, issues, and technologies that are important to the future of Chemours.”
Prior to Google, Joe served as Chief Operating Officer at RagingWire Enterprise Solutions, a provider of enterprise-grade data center solutions and connectivity services. While there, Joe had end-to-end responsibility for design, construction, facility operations, managed services, business planning and development.
Before his time at RagingWire, Joe spent 17 years in the semiconductor industry, working at LSI Logic and Applied Materials, a global leader in materials engineering solutions for the semiconductor, flat panel display, and photovoltaic industries. During this time, he held both technical and executive roles, such as process and product development, new product introductions, engineering operations, business development, general management, and IT operations.
Joe received a Bachelor of Science degree in Materials Engineering from the California Polytechnic State University, San Luis Obispo, and holds four U.S. patents for his work in reactive ion and plasma etch technology.
He currently serves as a board member of two leading 501(c)(3) organizations in his community: The Sean Brock Foundation, and The Tech Interactive, a science and technology center that offers hands-on activities, labs, design challenges and other STEAM (Science, Technology, Engineering, Arts, and Mathematics) education resources.
“Joe’s proven track record in technology, sustainability, innovation, operations, and new product introductions are valuable areas of expertise for Chemours as we continue to aggressively advance the Enabling Growth pillar of our Pathway to Thrive business strategy. Many of our products are critical to AI and high-performance computing, most notably in data center cooling, where Joe has tremendous knowledge and experience” said Denise Dignam, President & CEO, Chemours.
About The Chemours Company
The Chemours Company (NYSE: CC) is a global leader in providing industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and advanced electronics, general industrial, and oil and gas. Through our three businesses – Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials – we deliver application expertise and chemistry-based innovations that solve customers’ biggest challenges. Our flagship products are sold under prominent brands such as Opteon, Freon, Ti-Pure, Nafion, Teflon, Viton, and Krytox. Headquartered in Wilmington, Delaware and listed on the
EXHIBIT 99.1
NYSE under the symbol CC, Chemours has approximately 6,100 employees and 28 manufacturing sites and serves approximately 2,700 customers in approximately 110 countries.
For more information, we invite you to visit chemours.com or follow us on X (formerly Twitter) @Chemours or LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. The words "believe," "expect," "will," "anticipate," "plan," "estimate," "target," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date such statements were made. These forward-looking statements may address, among other things, the advancement of our growth strategy and the impact of individual expertise on overall company performance, all of which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized, such as full year guidance relying on models based upon management assumptions regarding future events that are inherently uncertain. These statements are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties that are beyond Chemours' control. Matters outside our control, including general economic conditions, geopolitical conditions and global health events, have affected or may affect our business and operations and may or may not continue to hinder our ability to provide goods and services to customers, cause disruptions in our supply chains such as through strikes, labor disruptions or other events, adversely affect our business partners, significantly reduce the demand for our products, adversely affect the health and welfare of our personnel or cause other unpredictable events. Additionally, there may be other risks and uncertainties that Chemours is unable to identify at this time or that Chemours does not currently expect to have a material impact on its business. Factors that could cause or contribute to these differences include the risks, uncertainties and other factors discussed in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.
CONTACTS:
INVESTORS
Brandon Ontjes
VP, Head of Strategy & Investor Relations
+1.302.773.3300
investor@chemours.com
NEWS MEDIA
Cassie Olszewski
Media Relations & Reputation Leader
+1.302.219.7140
media@chemours.com
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