UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective May 14, 2025, the registrant’s board of directors elected Brian W. Christian as the registrant’s president and chief operating officer. Mr. Christian was formerly the registrant’s executive vice president and chief operating officer. James M. Buch was formerly the registrant’s president and chief executive officer, and Mr. Buch continues to serve as the registrant’s chief executive officer.
Mr. Christian, age 46, has served as the registrant’s chief operating officer since 2023 and had served as its executive vice president since 2016. He previously served as the registrant’s chief strategy officer from 2021 to 2023, as its vice president, strategic business development from 2011 to 2016, and as its manager of strategic and financial planning from 2009 to 2011. He currently serves as senior vice president of Contran Corporation, the parent corporation of the registrant’s consolidated tax group. Mr. Christian has served in strategic and financial planning positions with various companies related to the registrant and Contran since 2006.
Mr. Christian is an employee of Contran and provides his 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 2025 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 2025 proxy statement, which discussion is also incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The registrant held its 2025 annual meeting of stockholders on May 14, 2025. At the 2025 annual meeting, the registrant’s stockholders voted on the two 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 25, 2025. Stockholders present at the 2025 annual meeting, either in person or by proxy, represented 94.8% of the 115,036,316 shares eligible to vote at the meeting.
Proposal 1: Election of Directors
The registrant’s stockholders elected Mr. James M. Buch, Ms. Loretta J. Feehan, Mr. John E. Harper, Mr. Kevin B. Kramer, Ms. Meredith W. Mendes, Mr. Cecil H. Moore, Jr., Mr. Michael S. Simmons and Dr. R. Gerald Turner as directors. Each director nominee received votes “For” his or her election from at least 87.4% of the shares eligible to vote at the annual meeting.
Proposal 2: Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation
The registrant’s stockholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2025 proxy statement. The resolution received the approval from 87.6% of the shares eligible to vote at the annual meeting.
Item 7.01 | Regulation FD Disclosure. |
The registrant hereby furnishes the information set forth in its press release issued on May 14, 2025, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, 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 9.01Financial Statements and Exhibits.
(d)Exhibits
Item No. |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
KRONOS WORLDWIDE, INC. | ||
(Registrant) | ||
Date: May 14, 2025 | By: | /s/ Tim C. Hafer |
Tim C. Hafer, | ||
Executive Vice President and Chief Financial Officer | ||