TRONOX LIMITED (NYSE:TROX) 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.
On February 21, 2017, the Human Resources and Compensation
Committee (the Committee) of the Board of Directors of Tronox
Limited (the Company) created an Integration Incentive Award
program in connection with the Companys previously announced
definitive agreement to acquire Cristals TiO business
(the Transaction). It is expected that this program could
ultimately cover in excess of one hundred employees who will be
designated in advance with specific integration tasks. These
employees will be eligible for bonus payments after their synergy
or other specified integration goal is achieved. It is expected
that no individual payments of this type will be made until not
earlier than one year after closing of the Transaction and not
later than shortly after two years after the Transaction closing,
and will be mostly in the form of cash payments determined as a
percentage of their base salaries. As part of this program, the
Committee approved certain grants to the Companys Management
Equity Incentive Plan in order to incentivize six executive
employees to achieve synergies following the Transaction, and to
further align the compensation of these employees to the value
created for shareholders in the Transaction. to the awards
program, the Companys below named executive officers were granted
performance-based restricted share units (Award RSUs) using a
share price of $18.675 per share, which was the average of the
opening and closing trading prices for the Companys Class A
ordinary shares on February 21, 2017. The Award RSUs are subject
to vesting terms based upon the achievement of at least 80% of
the publicly announced synergies from the Transaction by the date
that is two years following the closing of the Transaction (the
Vesting Date). The Award RSUs will vest as follows: upon the
achievement of at least 80% of the publicly announced synergies
from the Transaction by the Vesting Date, 50% of the Award RSUs
granted will vest, with pro rata additional vesting up to 50%
vesting upon the achievement of 50% of the publicly announced
synergies from the Transaction by the Vesting Date. If the
Transaction does not close by July 1, 2018, then the Award RSUs
granted will be forfeited.
Committee (the Committee) of the Board of Directors of Tronox
Limited (the Company) created an Integration Incentive Award
program in connection with the Companys previously announced
definitive agreement to acquire Cristals TiO business
(the Transaction). It is expected that this program could
ultimately cover in excess of one hundred employees who will be
designated in advance with specific integration tasks. These
employees will be eligible for bonus payments after their synergy
or other specified integration goal is achieved. It is expected
that no individual payments of this type will be made until not
earlier than one year after closing of the Transaction and not
later than shortly after two years after the Transaction closing,
and will be mostly in the form of cash payments determined as a
percentage of their base salaries. As part of this program, the
Committee approved certain grants to the Companys Management
Equity Incentive Plan in order to incentivize six executive
employees to achieve synergies following the Transaction, and to
further align the compensation of these employees to the value
created for shareholders in the Transaction. to the awards
program, the Companys below named executive officers were granted
performance-based restricted share units (Award RSUs) using a
share price of $18.675 per share, which was the average of the
opening and closing trading prices for the Companys Class A
ordinary shares on February 21, 2017. The Award RSUs are subject
to vesting terms based upon the achievement of at least 80% of
the publicly announced synergies from the Transaction by the date
that is two years following the closing of the Transaction (the
Vesting Date). The Award RSUs will vest as follows: upon the
achievement of at least 80% of the publicly announced synergies
from the Transaction by the Vesting Date, 50% of the Award RSUs
granted will vest, with pro rata additional vesting up to 50%
vesting upon the achievement of 50% of the publicly announced
synergies from the Transaction by the Vesting Date. If the
Transaction does not close by July 1, 2018, then the Award RSUs
granted will be forfeited.
The following table shows a summary of the terms of the Award
RSUs granted to the Companys named executive officers to the
Plan:
RSUs granted to the Companys named executive officers to the
Plan:
|
Name
|
Position
|
Number of Award RSUs Granted
|
|
Thomas Casey
|
Chairman Chief Executive Officer
|
240,964
|
|
Jean-Franois Turgeon
|
Executive Vice President
|
160,643
|
|
Timothy C. Carlson
|
Senior Vice President and
Chief Financial Officer
|
107,096
|
|
Willem Van Niekerk
|
Senior Vice President, Strategic Planning Business
Development |
107,096
|
Item 8.01 Other Events.
The information set forth under Item 5.02 above is
incorporated by reference to this Item 8.01.
incorporated by reference to this Item 8.01.
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval. In connection with the
Transaction Agreement, by and between Tronox Limited (the
Company), The National Titanium Dioxide Company (Cristal) and
Cristal Inorganic Chemicals Netherlands Coperatief W.A. (the
Transaction), the Company intends to file relevant materials
with the U.S. Securities and Exchange Commission (SEC),
including a proxy statement. Investors and securityholders are
urged to read the proxy statement (including all amendments and
supplements thereto) and all other relevant documents regarding
the proposed Transaction filed with the SEC or sent to
shareholders as they become available as they will contain
important information about the Transaction. You may obtain a
free copy of the proxy statement (if and when it becomes
available) and other relevant documents filed by the Company
with the SEC at the SECs website at www.sec.gov. Copies of
documents filed by the Company with the SEC will be available
free of charge on the Companys website at www.tronox.com or by
contacting the Companys Investor Relations at 1 (203)
705-3722.
the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval. In connection with the
Transaction Agreement, by and between Tronox Limited (the
Company), The National Titanium Dioxide Company (Cristal) and
Cristal Inorganic Chemicals Netherlands Coperatief W.A. (the
Transaction), the Company intends to file relevant materials
with the U.S. Securities and Exchange Commission (SEC),
including a proxy statement. Investors and securityholders are
urged to read the proxy statement (including all amendments and
supplements thereto) and all other relevant documents regarding
the proposed Transaction filed with the SEC or sent to
shareholders as they become available as they will contain
important information about the Transaction. You may obtain a
free copy of the proxy statement (if and when it becomes
available) and other relevant documents filed by the Company
with the SEC at the SECs website at www.sec.gov. Copies of
documents filed by the Company with the SEC will be available
free of charge on the Companys website at www.tronox.com or by
contacting the Companys Investor Relations at 1 (203)
705-3722.
Certain Information Regarding Participants
The Company, Cristal and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the Transaction. You can
find information about the Companys directors and executive
officers in the Companys definitive annual proxy statement
filed with the SEC on April 8, 2016. Additional information
regarding the interests of such potential participants will be
included in the proxy statement regarding the Transaction and
other relevant documents filed with the SEC.
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the Transaction. You can
find information about the Companys directors and executive
officers in the Companys definitive annual proxy statement
filed with the SEC on April 8, 2016. Additional information
regarding the interests of such potential participants will be
included in the proxy statement regarding the Transaction and
other relevant documents filed with the SEC.
Forward-Looking Statements
Statements in this release that are not historical are
forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based upon managements current
beliefs and expectations and are subject to uncertainty and
changes in circumstances and contain words such as believe,
intended, expect, and anticipate, and include statements about
expectations for future results.
forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based upon managements current
beliefs and expectations and are subject to uncertainty and
changes in circumstances and contain words such as believe,
intended, expect, and anticipate, and include statements about
expectations for future results.
The forward-looking statements involve risks that may affect
the companys operations, markets, products, services, prices
and other risk factors discussed in the Companys filings with
the SEC, including those under the heading entitled Risk
Factors in our Annual Report on Form 10-K for the year ended
December 31, 2016. Significant risks and uncertainties may
relate to, but are not limited to, the risk that the
Transaction will not close, including by failure to obtain
shareholder approval, failure to obtain any necessary financing
or the failure to satisfy other closing conditions under the
Transaction Agreement or by the termination of the Transaction
Agreement; failure to plan and manage the Transaction
effectively and efficiently; the risk that a regulatory
approval that may be required for the Transaction is delayed,
is not obtained or is obtained subject to conditions that are
not anticipated; the risk that expected synergies will not be
realized or will not be realized within the expected time
period; unanticipated increases in financing and other costs,
including a rise in interest rates; reduced access to
unrestricted cash; compliance with our bank facility covenants;
the price of our shares; general market conditions; our
customers potentially reducing their demand for our products;
more competitive pricing from our competitors or increased
supply from our competitors; operating efficiencies and other
benefits expected from the Transaction. Neither the Companys
investors and securityholders nor any other person should place
undue reliance on these forward-looking statements. Unless
otherwise required by applicable laws, the Company undertakes
no obligations to update or revise any forward-looking
statements, whether as a result of new information or future
developments.
the companys operations, markets, products, services, prices
and other risk factors discussed in the Companys filings with
the SEC, including those under the heading entitled Risk
Factors in our Annual Report on Form 10-K for the year ended
December 31, 2016. Significant risks and uncertainties may
relate to, but are not limited to, the risk that the
Transaction will not close, including by failure to obtain
shareholder approval, failure to obtain any necessary financing
or the failure to satisfy other closing conditions under the
Transaction Agreement or by the termination of the Transaction
Agreement; failure to plan and manage the Transaction
effectively and efficiently; the risk that a regulatory
approval that may be required for the Transaction is delayed,
is not obtained or is obtained subject to conditions that are
not anticipated; the risk that expected synergies will not be
realized or will not be realized within the expected time
period; unanticipated increases in financing and other costs,
including a rise in interest rates; reduced access to
unrestricted cash; compliance with our bank facility covenants;
the price of our shares; general market conditions; our
customers potentially reducing their demand for our products;
more competitive pricing from our competitors or increased
supply from our competitors; operating efficiencies and other
benefits expected from the Transaction. Neither the Companys
investors and securityholders nor any other person should place
undue reliance on these forward-looking statements. Unless
otherwise required by applicable laws, the Company undertakes
no obligations to update or revise any forward-looking
statements, whether as a result of new information or future
developments.
TRONOX LIMITED (NYSE:TROX) Recent Trading Information
TRONOX LIMITED (NYSE:TROX) closed its last trading session up +0.70 at 18.10 with 2,006,793 shares trading hands.
