Tronox Holdings plc Files 8-K/A Amendment
Ticker: TROX · Form: 8-K/A · Filed: Mar 1, 2024 · CIK: 1530804
| Field | Detail |
|---|---|
| Company | Tronox Holdings PLC (TROX) |
| Form Type | 8-K/A |
| Filed Date | Mar 1, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01, $1,100,000, $5,500,000, $10,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, amendment, officer-compensation
TL;DR
Tronox amended its 8-K filing regarding director changes and executive compensation.
AI Summary
Tronox Holdings plc filed an amendment (8-K/A) on March 1, 2024, to a previous filing originally dated October 25, 2023. This amendment primarily concerns the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers. Specific details regarding the individuals involved and the exact nature of the compensatory changes are not fully elaborated in the provided text.
Why It Matters
This filing provides updates on corporate governance changes, including director departures and appointments, which can signal shifts in company strategy or oversight.
Risk Assessment
Risk Level: low — The filing is an amendment to a previous report and concerns routine corporate governance matters, not immediate financial distress or significant operational changes.
Key Players & Entities
- Tronox Holdings plc (company) — Registrant
- March 1, 2024 (date) — Filing Date
- October 25, 2023 (date) — Earliest Event Reported Date
FAQ
What is the primary purpose of this 8-K/A filing?
This 8-K/A filing is an amendment to a previous report, primarily concerning the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers.
When was the original event reported that this amendment relates to?
The earliest event reported that this amendment relates to was on October 25, 2023.
What is the filing date of this amendment?
The filing date of this 8-K/A amendment is March 1, 2024.
What specific items are being amended in this filing?
The filing amends items related to the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, as well as financial statements and exhibits.
What is the company's jurisdiction of incorporation and IRS number?
The company is incorporated in England and Wales, and its IRS Employer Identification No. is 98-1467236.
Filing Stats: 1,098 words · 4 min read · ~4 pages · Grade level 14.1 · Accepted 2024-03-01 16:45:41
Key Financial Figures
- $0.01 — registered Ordinary shares, par value $0.01 per share TROX NYSE Indicate by c
- $1,100,000 — ing: (1) a base salary of not less than $1,100,000 per year; (b) an annual target bonus of
- $5,500,000 — Plan ("LTIP") for 2024 in the amount of $5,500,000; (d) employee benefits as are made avai
- $10,000 — 1(k) plan; and (e) an annual stipend of $10,000 for personal financial advisory and/or
Filing Documents
- ef20022715_8ka.htm (8-K/A) — 31KB
- ef20022715_ex10-1.htm (EX-10.1) — 102KB
- 0001140361-24-010791.txt ( ) — 290KB
- trox-20231025.xsd (EX-101.SCH) — 4KB
- trox-20231025_lab.xml (EX-101.LAB) — 21KB
- trox-20231025_pre.xml (EX-101.PRE) — 16KB
- ef20022715_8ka_htm.xml (XML) — 4KB
02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Employment Agreement of Mr. Romano The following description applies to the Employment Agreement dated February 28, 2024 between Mr. Romano and the Company (the "CEO Employment Agreement"). Under the CEO Employment Agreement, Mr. Romano shall be entitled to the following: (1) a base salary of not less than $1,100,000 per year; (b) an annual target bonus of not less than 130% of his annual salary; (c) a grant of long-term incentive compensation under the Company's Long-Term Incentive Plan ("LTIP") for 2024 in the amount of $5,500,000; (d) employee benefits as are made available by the Company to its senior executives, including medical, dental, vision, life and disability insurance, as well as participation in the Company's 401(k) plan; and (e) an annual stipend of $10,000 for personal financial advisory and/or tax preparation services. In the event that Mr. Romano is terminated from his position without "Cause" or for "Good Reason" (as those terms are defined in the CEO Employment Agreement), he shall be entitled to a severance payment that includes: (a) two times the sum of his annual base salary and target bonus; (b) his COBRA expenses for up to the earlier of 18 months or the date on which he becomes eligible for group medical insurance through another employer; (c) a pro-rata portion of his annual bonus for the year in which his termination occurs with such calculation being based on the Company's actual results of that year multiplied by the percentage of the year that he worked at the Company prior to his termination; and (d) the vesting of any equity awards based on the terms of such awards and their underlying plans. In order to receive such severance benefits, Mr. Romano shall be obligated to enter into a Release Agreement that waives and releases any and all claims that he may have against the C
Financial Statements and Exhibits
Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 CEO Employment Agreement, dated February 28, 2024 104 Inline XBRL for the cover page of this Current Report on Form 8-K
SIGNATURES
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. TRONOX HOLDINGS PLC Date: March 1, 2024 By: /s/ Jeffrey Neuman Name: Jeffrey Neuman Title: Senior Vice President, General Counsel and Secretary