cc-8k_20180502.htm

 

 

 

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

 

May 2, 2018

Date of Report (Date of Earliest Event Reported)

 

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-36794

 

46-4845564

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

Of Incorporation)

 

File Number)

 

Identification No.)

 

1007 Market Street

Wilmington, Delaware, 19899

(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:

 

    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 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.

 

 

 

 

 

 


 

 

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

 

The Chemours Company (“Chemours”) held its annual meeting of shareholders on May 2, 2018 (the “Annual Meeting”).

 

At the Annual Meeting, shareholders voted (i) in favor of the election of the directors listed below; (ii) in favor of the advisory vote to approve named executive officer compensation; (iii) in favor of the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2018; and, (iv) below the eighty percent (80%) threshold needed to approve amendments to Chemours’ Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions with respect to certificate of incorporation and bylaw amendments.

 

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

 

Proposal 1 – Election of Directors to Serve One-Year Terms Expiring at the Annual Meeting of Stockholders in 2019

Nominee

For

Against

Abstain

Total

Broker Non-Vote

Curtis V. Anastasio

133,880,136

785,496

182,834

134,848,466

24,816,156

Bradley J. Bell

133,963,719

705,025

179,717

134,848,461

24,816,161

Richard H. Brown

134,258,843

429,285

160,332

134,848,460

24,816,162

Mary B. Cranston

133,979,400

718,497

150,560

134,848,457

24,816,165

Curtis J. Crawford

132,674,757

2,003,250

170,450

134,848,457

24,816,165

Dawn L. Farrell

134,334,675

357,876

155,911

134,848,462

24,816,160

Sean D. Keohane

134,375,481

300,458

172,525

134,848,464

24,816,158

Mark P. Vergnano

134,382,679

303,828

161,953

134,848,460

24,816,162

 

Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation

For

Against

Abstain

Total

Broker Non-Vote

130,073,012

4,244,483

530,950

134,848,445

24,816,177

 

Proposal 3 – Ratification of Selection of PricewaterhouseCoopers LLC for Fiscal Year 2018

For

Against

Abstain

Total

Broker Non-Vote

156,803,428

2,609,996

251,198

159,664,622

Not applicable

 

Proposal 4 – Approval of Amendments to the Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions with respect to Certificate of Incorporation and Bylaw Amendments

For

Against

Abstain

Total

Broker Non-Vote

133,846,005

660,872

341,576

134,848,453

24,816,169

 

 


 

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.

 

 

THE CHEMOURS COMPANY

 

By:

 

/s/  Mark E. Newman

 

 

Mark E. Newman

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

Date:

 

May 4, 2018