Form 8-K - Current report

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

November 17, 2023

Date of Report (Date of Earliest Event Reported)

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-36794	46-4845564
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
Of Incorporation)	File Number)	Identification No.)

1007 Market Street

Wilmington, Delaware 19801

(Address of principal executive offices)

Registrant’s telephone number, including area code: (302) 773-1000

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock ($0.01 par value)	CC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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.

On November 17, 2023, Curtis J. Crawford, Ph.D. notified the Board of Directors (the “Board”) of The Chemours Company (the “Company”) of his decision to retire from the Board effective November 22, 2023. Dr. Crawford’s retirement is not a result of any disagreement regarding the Company’s operations, policies, or practices. On November 22, 2023, the Board appointed Alister Cowan BA, CA as a member of the Board. With Dr. Crawford’s retirement, Mr. Cowan’s appointment maintains the size of the Board at nine members, with eight of those members qualifying as independent under the listing standards of the New York Stock Exchange and Chemours’ Corporate Governance Guidelines.

Mr. Cowan, age 59, has served as Executive Advisor at Suncor Energy Inc. (“Suncor”) since 2023. Prior to this position, he served as Executive Vice President and Chief Financial Officer at Suncor from 2014 to 2020 and Chief Financial Officer from 2020 to 2023. Prior to joining Suncor, Mr. Cowan served as Vice President and Chief Financial Officer of Husky Energy Inc. (“Husky Energy”) from 2008 to 2011 and Chief Financial Officer from 2011 to 2014. Before joining Husky Energy, Mr. Cowan held various positions with companies throughout Europe, New Zealand, and Canada. Mr. Cowan is a graduate of Heriot-Watt University in the United Kingdom and a member of the Institute of Chartered Accountants of Scotland.

There are no arrangements or understandings between Mr. Cowan and any other persons in connection with his appointment. Mr. Cowan does not have any family relationships with any executive officer or director of Chemours and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Cowan has not yet been appointed to any committees of the Board.

Mr. Cowan will receive compensation as a non-employee director in accordance with the non-employee director compensation practices described in Chemours’ Annual Proxy Statement filed with the Securities and Exchange Commission on March 10, 2023. Chemours and Mr. Cowan will enter into Chemours’ standard form of indemnification agreement filed as Exhibit 10.28 to Chemours’ Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 25, 2016.

On November 22, 2023, the Company issued a press release announcing these changes to the Company’s Board, which is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of the Company, dated as of November 22, 2023.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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.


THE CHEMOURS COMPANY

By:		/s/ Jonathan Lock
		Jonathan Lock
		Senior Vice President, Chief Financial Officer
Date:		November 22, 2023

EXHIBIT 99.1

The Chemours Company Announces Changes to its Board of Directors

Curtis Crawford retires from Board, Alister Cowan appointed director

Wilmington, Del., November 22, 2023 – The Chemours Company (Chemours) (NYSE: CC), a global chemistry company with leading market positions in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials, today announces two changes to its Board of Directors.

On November 17, 2023, Board member, Curtis J. Crawford, Ph.D. retired from the Board effective November 22, 2023. Also, effective November 22, 2023, Alister Cowan BA, CA, has been appointed to serve as a director.

“On behalf of our entire Board I want to thank Curt for his dedication, leadership, valuable insights, and service to the stakeholders of Chemours since its founding as an independent company. We benefited from his distinguished career in business and his expertise and global recognition in corporate governance and boardroom leadership, and are better for it,” said Dawn Farrell, Board Chair. “We are pleased to welcome Alister and the wealth of expertise and financial acumen he brings to the Board from his years as a Chief Financial Officer in the energy sector.”

Alister Cowan currently serves as Executive Advisor at Suncor Energy Inc. He was previously the company’s Chief Financial Officer from 2014 to 2023. Prior to joining Suncor, Mr. Cowan served as Chief Financial Officer of Husky Energy Inc. from 2008 to 2014. Before joining Husky Energy, he held various positions with companies throughout Europe, New Zealand, and Canada. Mr. Cowan is a graduate of Heriot-Watt University in the United Kingdom and a member of the Institute of Chartered Accountants of Scotland.

“I would like to add my deep gratitude for Curt’s service to Chemours and especially for his support and thought partnership in driving long term stakeholder value in my capacity as CEO. I am delighted to have Alister joining our Board of Directors,” said Mark Newman, Chemours President and CEO. “His global perspective, background and knowledge will complement the diverse perspectives and broad experience of our directors as we work together to create a better world through the power of Chemours’ chemistries.”

About The Chemours Company

The Chemours Company (NYSE: CC) is a global leader in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. We deliver customized solutions with a wide range of industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. Our flagship products are sold under prominent brands such as Ti-Pure™, Opteon™, Freon™, Teflon™, Viton™, Nafion™, and Krytox™. The company has approximately 6,600 employees and 29 manufacturing sites serving approximately 2,900 customers in approximately 120 countries. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

For more information, we invite you to visit chemours.com or follow us on Twitter @Chemours or LinkedIn.

EXHIBIT 99.1

CONTACTS:

INVESTORS

Brandon Ontjes

VP, Financial Planning & Analysis and Investor Relations

+1.302.773.3300

investor@chemours.com

Kurt Bonner
Manager, Investor Relations
+1.302.773.0026
investor@chemours.com

NEWS MEDIA
Cassie Olszewski

Manager, Media Relations & Financial Communications

+1.302.219.7140

media@chemours.com

Document and Entity Information	Nov. 17, 2023
Cover [Abstract]
Entity Registrant Name	The Chemours Company
Amendment Flag	false
Entity Central Index Key	0001627223
Document Type	8-K
Document Period End Date	Nov. 17, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-36794
Entity Tax Identification Number	46-4845564
Entity Address, Address Line One	1007 Market Street
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	(302)
Local Phone Number	773-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock ($0.01 par value)
Trading Symbol	CC
Security Exchange Name	NYSE