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
Date of Report (Date of the earliest event reported)
May 17, 2018
NL Industries, Inc.
(Exact name of registrant as specified in its charter)
|
New Jersey
|
1-640
|
13-5267260
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
|
5430 LBJ Freeway, Suite 1700, Dallas, Texas
|
75240-2697
|
||
|
(Address of principal executive offices)
|
(Zip Code)
|
||
Registrant's telephone number, including area code
(972) 233-1700
|
(Former name or former address, if changed since last report.)
|
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 (see General Instruction A.2):
|
☐
|
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))
|
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 5.07 |
Submission of Matters to a Vote of Security Holders.
|
The registrant held its 2018 annual meeting of shareholders on May 17, 2018. At the 2018 annual meeting, the registrant's shareholders 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 28, 2018. Shareholders present at the 2018 annual meeting, either in person or by proxy, represented 93.9% of the 48,714,884 shares eligible to vote at the meeting.
Proposal 1: Election of Directors
The registrant's shareholders elected Keith R. Coogan, Loretta J. Feehan, Robert D. Graham, John E. Harper, Meredith W. Mendes, Cecil H. Moore, Jr. and Thomas P. Stafford as directors. Each director nominee received votes "For" his or her election from at least 86.8% of the shares eligible to vote at the annual meeting.
Proposal 2: Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation
The registrant's shareholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant's named executive officers as described in the registrant's 2018 proxy statement. The resolution received the approval from 86.6% 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 17, 2018, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.
The information, including the exhibit, the registrant furnishes in this report 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 9.01 |
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
||
|
Item No.
|
Exhibit Index
|
||
|
99.1
|
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.
|
NL Industries, Inc.
|
|
|
(Registrant)
|
|
|
By: /s/ Clarence B. Brown, III
|
|
|
Date: May 17, 2018
|
Clarence B. Brown, III, Vice President and Secretary
|
|
NL Industries, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
|
Contact: Janet G. Keckeisen
Vice President – Corporate Strategy and Investor Relations
(972) 233-1700
|
|
 Press Release
|
||
FOR IMMEDIATE RELEASE
ANNUAL SHAREHOLDER MEETING
DALLAS, TEXAS – May 17, 2018 – NL Industries, Inc. (NYSE: NL) announced that at its 2018 annual shareholder meeting held today its shareholders had:
|
·
|
elected each of Keith R. Coogan, Loretta J. Feehan, Robert D. Graham, John E. Harper, Meredith W. Mendes, Cecil H. Moore, Jr. and Thomas P. Stafford as a director for a one year term; and
|
|
·
|
adopted a resolution that approved, on a nonbinding advisory basis, the compensation of its named executive officers as disclosed in the proxy statement for the 2018 annual meeting.
|
NL Industries, Inc. is engaged in the component products (security products and recreational marine components), titanium dioxide products and other businesses.
* * * * *