Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
June 29 2023 - 3:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
For the month of June 2023.
Commission File Number 001-38176
Venator Materials PLC
(Exact name of Registrant as
specified in its charter)
England and Wales
(Jurisdiction of incorporation
or organization)
Titanium House, Hanzard
Drive, Wynyard Park Stockton-On-Tees, TS22 5FD, United Kingdom
(Address of principal executive
offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x
Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
2023 Annual General Meeting Results
The 2023 Annual General Meeting of Shareholders (the “AGM”)
of Venator Materials PLC (the “Company”) was held on June 29, 2023.
The Company’s shareholders voted on the following proposals at
the AGM and cast their votes as follows:
| Proposal 1 | The eight nominees named below were elected to serve as directors
of the board of directors, to serve until the 2024 Annual General Meeting or their earlier removal or resignation, and the voting results
were as follows: |
Directors | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
Stefan Selig | |
| 55,918,171 | | |
| 17,096,436 | | |
| 245,506 | | |
| -0- | |
Simon Turner | |
| 55,655,285 | | |
| 17,421,819 | | |
| 183,009 | | |
| -0- | |
Aaron C. Davenport | |
| 55,887,521 | | |
| 17,131,477 | | |
| 241,115 | | |
| -0- | |
Jame Donath | |
| 55,915,053 | | |
| 17,097,905 | | |
| 247,155 | | |
| -0- | |
Daniele Ferrari | |
| 55,878,802 | | |
| 17,136,582 | | |
| 244,729 | | |
| -0- | |
Peter R. Huntsman | |
| 55,995,428 | | |
| 17,069,727 | | |
| 194,958 | | |
| -0- | |
Heike van de Kerkhof | |
| 55,619,131 | | |
| 17,387,054 | | |
| 253,928 | | |
| -0- | |
Vir Lakshman | |
| 55,916,982 | | |
| 17,131,912 | | |
| 211,219 | | |
| -0- | |
| Proposal 2 | The ratification of the appointment of Deloitte & Touche
LLP as independent registered public accounting firm for the year ended December 31, 2023 was approved as set forth below. |
For | | |
Against | | |
Abstain | |
| 71,791,287 | | |
| 1,205,741 | | |
| 263,085 | |
| Proposal 3 | The vote to approve the re-appointment of Deloitte LLP as U.K.
statutory auditor until the next annual general meeting at which the Company’s annual report and accounts are laid was approved
as set forth below. |
For | | |
Against | | |
Abstain | |
| 71,624,515 | | |
| 1,423,495 | | |
| 212,103 | |
| Proposal 4 | The vote to authorize the Company’s board of directors
or the Audit Committee to determine the remuneration of Deloitte LLP as U.K. statutory auditor was approved as set forth below. |
For | | |
Against | | |
Abstain | |
| 71,511,383 | | |
| 1,504,751 | | |
| 243,979 | |
| Proposal 5 | The vote to authorize the Company and its current or future
subsidiaries to make political donations and incur political expenditure was approved as set forth below. |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 70,992,145 | | |
| 2,061,790 | | |
| 206,178 | | |
| -0- | |
General Meeting
A General Meeting of Shareholders (the “GM”) of the
Company was commenced and then adjourned on June 29, 2023. The matters proposed to be voted on at the GM were proposed to effectuate
restructuring transactions to consummate the Company’s chapter 11 plan of reorganization (the “Chapter 11 Plan”).
At the time the notice of GM was distributed to shareholders, a hearing in the United States Bankruptcy Court for the Southern
District of Texas (the “Bankruptcy Court”) to consider approval of the Chapter 11 Plan was scheduled for June 26, 2023.
That hearing has since been rescheduled for July 17, 2023. Because the matters to be voted upon at the GM had been proposed to
effectuate transactions under the Chapter 11 Plan, the Chairman of the GM, pursuant to Article 52 of the Company’s Articles of
Association and in order to ensure that the business of the meeting was properly disposed of, adjourned the meeting until after the
Bankruptcy Court hearing to consider approval of the Chapter 11 Plan has occurred. The adjourned meeting will be re-convened at
3:00pm British Summer Time on July 21, 2023 at the Company’s address at Titanium House, Hanzard Drive, Wynyard Park,
Stockton-on-Tees, TS22 5FD, in the United Kingdom, and voting shall remain open until such date and time.
Departure of Director
Effective June 29, 2023, Dr. Barry Siadat resigned from the Company’s
Board of Directors (the “Board”) and did not stand for re-election at the AGM. Dr. Siadat’s departure from the Board
was not the result of any disagreement with the Company.
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: June 29, 2023
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