To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Form 8-K is incorporated herein by reference.

On May 29, 2020, the registrant filed a certificate of amendment (the “Certificate of Amendment”) to the registrant’s third amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect (1) a 1-for-12 reverse stock split of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Reverse Stock Split”), and (2) a reduction in the number of authorized shares of the registrant’s stock from 505,000,000 shares (500,000,000 shares of common stock and 5,000,000 shares of preferred stock), par value $.01 per share, to 50,500,000 shares (50,000,000 shares of common stock and 500,000 shares of preferred stock), par value $.01 per share.

The Certificate of Amendment and the Reverse Stock Split became effective at 4:01 p.m. Eastern time on June 1, 2020.

No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Instead, any stockholder of record who would have been entitled to receive a fractional share as a result of the Reverse Stock Split will receive a cash payment in lieu of such fractional share. Additional information regarding the Reverse Stock Split can be found in the registrant’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2020.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated herein reference.

VALHI INC /DE/ Exhibit
EX-3.1 2 exhibit31.htm CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VALHI,…
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About Valhi, Inc. (NYSE:VHI)

Valhi, Inc. is a holding company. The Company operates through four segments: Chemicals, Component Products, Waste Management, and Real Estate Management and Development. The Chemicals segment operates through Kronos Worldwide, Inc., which produces and markets titanium dioxide pigments. The Component Products segment operates through CompX International Inc., which manufactures security products used in the recreational transportation, postal, cabinetry, tool storage, healthcare and a range of other industries. The Waste Management segment operates through Waste Control Specialists LLC, which offers processing, treatment, storage and disposal of hazardous, toxic and other wastes. The Real Estate Management and Development segment operates through Basic Management, Inc. (BMI) and The LandWell Company (LandWell). BMI provides utility services to industrial and municipal customers. LandWell develops land holdings for commercial, industrial and residential purposes.