NL Industries, Inc. (NYSE:NL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
|
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
elected Courtney J. Riley as the registrant’s president. Ms.
Riley was formerly the registrant’s executive vice president,
environmental affairs and general counsel. Robert D. Graham was
formerly the registrant’s president, and Mr. Graham continues to
serve as the registrant’s chief executive officer. As already
disclosed in the registrant’s filings with the U.S. Securities
and Exchange Commission, Ms. Riley is an employee of Contran
Corporation (“Contran”), and provides her services to the
registrant under an intercorporate services agreement between the
registrant and Contran. For a description of the intercorporate
services agreement, see “Certain Relationships and
Transactions” in the registrant’s 2017 proxy statement, which
description is incorporated herein by reference. In addition, for
a discussion of potential conflicts of interest of officers who
serve more than one corporation, see “Certain Relationships and
Transactions” in the 2017 proxy statement, which discussion is
also incorporated herein by reference.
vice president, environmental affairs and general counsel from
January 2017 to May 2017, as the registrant’s vice president,
environmental affairs and general counsel from May 2016 to
January 2017, and as the registrant’s vice president,
environmental affairs from 2012 to January 2017. She currently
serves as vice president, environmental affairs of Kronos
Worldwide, Inc., a publicly held corporation in which the
registrant has a significant investment, as executive vice
president, environmental affairs of Valhi, Inc., the
registrant’s publicly held parent corporation, and senior vice
president, environmental affairs of Contran. Ms. Riley has served
in legal and environmental affairs positions (including officer
positions) with various companies related to the registrant and
Contran since 2009.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
May 18, 2017. At the 2017 annual meeting, the registrant’s
shareholders voted on the three proposals described in detail in
the registrant’s definitive proxy statement on Schedule 14A
filed with the U.S. Securities and Exchange Commission on March
29, 2017. Shareholders present at the 2017 annual meeting, either
in person or by proxy, represented 94.3% of the 48,705,884 shares
eligible to vote at the meeting.
J. Feehan, Robert D. Graham, John E. Harper, Cecil H. Moore, Jr.
and Thomas P. Stafford as directors. Each director nominee
received votes “For” his or her election from at least 89.9% of
the shares eligible to vote at the annual meeting.
Executive Compensation
nonbinding advisory basis, approving the compensation of the
registrant’s named executive officers as described in the
registrant’s 2017 proxy statement. The resolution received the
approval from 88.8% of the shares eligible to vote at the annual
meeting.
Preferred Frequency of Executive Compensation Votes
basis, on the preferred frequency of every year, every other year
or every third year for future advisory votes on the named
executive officer compensation as disclosed to the compensation
disclosure rules of the U.S. Securities and Exchange Commission.
An annual vote on such named executive officer compensation
received the vote of 89.2% of the shares eligible to vote at the
annual meeting. In light of the results of this nonbinding
advisory vote, the registrant currently intends in the future to
hold an annual nonbinding advisory vote on such named executive
officer compensation.
| Item 7.01 |
Regulation FD Disclosure.
|
press release issued on May 18, 2017, a copy of which is attached
as Exhibit 99.1 and incorporated herein by reference.
in this report is not deemed “filed” for purposes of section 18
of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. Registration
statements or other documents filed with the U.S. Securities and
Exchange Commission shall not incorporate this information by
reference, except as otherwise expressly stated in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
||
|
Item No.
|
Exhibit Index
|
||
|
99.1
|
Press release dated May 18, 2017 issued by the registrant.
|
About NL Industries, Inc. (NYSE:NL)
NL Industries, Inc. is a holding company. The Company operates in the component products industry through its subsidiary, CompX International Inc. (CompX). It operates in the chemicals industry through its non-controlling interest in Kronos Worldwide, Inc. (Kronos). CompX is a manufacturer of engineered components utilized in a range of applications and industries. Through its Security Products operations, CompX manufactures mechanical and electronic cabinet locks, and other locking mechanisms used in recreational transportation, postal, cabinetry, tool storage and healthcare applications. CompX also manufactures stainless steel exhaust systems, gauges and throttle controls for the recreational marine and other industries through its Marine Components operations. Its marine components include CompX Marine and Custom Marine. Its Security Products include KeSet and System 64. Kronos is a producer and marketer of titanium dioxide pigments (TiO2). NL Industries, Inc. (NYSE:NL) Recent Trading Information
NL Industries, Inc. (NYSE:NL) closed its last trading session down -0.40 at 9.10 with 131,409 shares trading hands.