|
Item
5.02
|
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
On December 12, 2022, Robert D.
Graham, vice chairman of the board of the registrant, provided
notice to the registrant of his retirement, effective as of
December 31, 2022, as a director and vice chairman of the board of
the registrant. In connection with his retirement as a director and
officer of the registrant, Mr. Graham also provided notice to the
registrant’s affiliates Valhi, Inc. (“Valhi”), Kronos Worldwide,
Inc. (“Kronos Worldwide”) and NL Industries, Inc. (“NL”) that he
will retire as an officer and director of those companies as of
December 31, 2022. Following such retirements, Mr. Graham will
continue to be employed by Contran Corporation (“Contran”), the
privately-held parent corporation of the registrant.
Following such retirement notice of Mr. Graham, the registrant’s
board of directors took action to elect Michael S. Simmons as vice
chairman of the board of the registrant, effective as of January 1,
2023, and to reduce the size of the board from nine to eight
members upon Mr. Graham’s retirement as a director.
Mr. Simmons, age 51, has served
as a director and executive vice president of the registrant since
June 2022. He previously served as the registrant’s senior vice
president and chief financial officer from 2021 to June 2022. He
also currently serves as a director and president of Valhi, as
executive vice president, finance of Kronos Worldwide, as executive
vice president of NL, and as senior vice president, finance of
Contran. Beginning January 1, 2023, he will serve as a director,
vice chairman of the board, president and chief executive officer
of Valhi; as a director and vice chairman of the board of the
registrant, NL and Kronos Worldwide; and as a director, president
and chief executive officer of Contran. Mr. Simmons has served in
accounting and financial positions (including officer positions)
with various companies related to the registrant and Contran since
2018. From 1994 to 2018, Mr. Simmons was employed by PwC, most
recently as a managing director.
Mr. Simmons 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 2022 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
2022 proxy statement, which discussion is also incorporated herein
by reference.
.