Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2022.

Commission File Number 001-38176

Venator Materials PLC

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

Titanium House, Hanzard Drive, Wynyard Park Stockton-On-Tees, TS22 5FD, United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

2022 Annual General Meeting Results

The 2022 Annual General Meeting of Shareholders (the “AGM”) of Venator Materials PLC (the “Company”) was held on June 6, 2022.

The Company’s shareholders voted on the following proposals at the AGM and cast their votes as follows:

Proposal 1

The eight nominees named below were elected to serve as directors of the board of directors, to serve until the 2023 Annual General Meeting, and the voting results were as follows:

Directors	For		Against		Abstain		Broker Non-Votes
Dr. Barry B. Siadat		73,284,727		308,876		370,978		11,385,886
Simon Turner		73,284,881		308,868		370,832		11,385,886
Aaron C. Davenport		73,285,222		307,041		372,318		11,385,886
Daniele Ferrari		69,271,898		4,391,702		300,981		11,385,886
Peter R. Huntsman		68,782,070		4,849,878		332,633		11,385,886
Heike van de Kerkhof		67,224,900		6,632,341		377,340		11,385,886
Vir Lakshman		73,312,080		273,833		378,668		11,385,886
Kathy D. Patrick		69,201,107		4,460,041		303,433		11,385,886

Proposal 2

The vote to receive the U.K. audited annual report and accounts and related directors’ and auditors’ reports for the year ended December 31, 2021 was approved as set forth below.

For				Against				Abstain				Broker Non-Votes
	73,560,701				99,854				304,026				11,385,886

Proposal 3

The non-binding advisory vote to approve the directors' remuneration report for the year ended December 31, 2021 was approved as set forth below.

For				Against				Abstain				Broker Non-Votes
	68,792,061				4,922,948				249,572				11,385,886

Proposal 4

The ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ended December 31, 2022 was approved as set forth below.

For				Against				Abstain
	84,540,859				170,542				639,066

Proposal 5

The vote to approve the re-appointment of Deloitte LLP as U.K. statutory auditor until the next annual general meeting at which the Company’s annual report and accounts are laid was approved as set forth below.

For				Against				Abstain
	84,521,945				190,456				638,066

Proposal 6

The vote to authorize the Company’s board of directors or the Audit Committee to determine the remuneration of Deloitte LLP as U.K. statutory auditor was approved as set forth below.

For				Against				Abstain				Broker Non-Votes
	73,403,401				259,894				301,286				11,385,886

Proposal 7

The vote to authorize the Company and its current or future subsidiaries to make political donations and incur political expenditure was approved as set forth below.

For				Against				Abstain				Broker Non-Votes
	73,227,965				425,973				310,643				11,385,886

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.