Tronox Limited
Tronox Ltd (Form: 8-K, Received: 04/24/2017 16:32:11)

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): April 24, 2017 (April 21, 2017)
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.)

263 Tresser Boulevard, Suite 1100
 
Lot 22 Mason Road
Stamford, Connecticut 06901
 
Kwinana Beach, WA 6167 Australia
 
(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 April 21, 2017.

(b) At the Annual Meeting, shareholders voted in favor of (i) the election of the directors listed below; (ii) the ratification 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 2018. This proposal received the required affirmative vote of holders of a majority of the votes cast and the directors were elected.

Nominee
 
Votes For
   
Votes
Against
   
Abstentions
   
Broker Non-
Votes
 
Thomas Casey
   
50,544,913
     
953,717
     
11,916
     
9,018,184
 
Andrew P. Hines
   
50,785,844
     
711,814
     
12,888
     
9,018,184
 
Wayne A. Hinman
   
45,528,872
     
5,966,686
     
14,988
     
9,018,184
 
Peter Johnston
   
50,840,666
     
653,992
     
15,888
     
9,018,184
 
Ilan Kaufthal
   
46,475,127
     
5,018,532
     
16,887
     
9,018,184
 
Jeffry N. Quinn
   
43,356,815
     
8,089,192
     
64,539
     
9,018,184
 

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 2018. 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
 
Mxolisi Mgojo
   
51,154,280
     
0
     
0
 
Sipho Nkosi
   
51,154,280
     
0
     
0
 

Proposal 2. To ratify the appointment of the Tronox Limited independent registered public auditor. 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
 
 
111,104,684
     
72,903
     
505,423
     
0
 

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
 
 
73,319,723
     
28,819,796
     
525,307
     
9,018,184
 
 

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: April 24, 2017
Name:
Richard L. Muglia
 
Title:
Senior Vice President, General Counsel and Secretary