UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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 2023 annual meeting of stockholders on May 25, 2023. At the 2023 annual meeting, the registrant’s stockholders voted on the three proposals described in detail in the registrant’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5, 2023. Stockholders present at the 2023 annual meeting, either in person or by proxy, represented 96.0% of the 28,279,493 shares eligible to vote at the meeting.
Proposal 1: Election of Directors
The registrant’s stockholders elected Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, Kevin B. Kramer, W. Hayden McIlroy, Michael S. Simmons and Mary A. Tidlund as directors. Each director nominee received votes “For” his or her election from at least 94.2% of the shares eligible to vote at the annual meeting.
Proposal 2: | Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation |
The registrant’s stockholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2023 proxy statement. The resolution received the approval from 93.1% of the shares eligible to vote at the annual meeting.
Proposal 3: Say-When-on-Pay, Nonbinding Advisory Vote on the Preferred Frequency of Executive Compensation Votes
The registrant’s stockholders voted, on a nonbinding advisory basis, on the preferred frequency of every year, every other year or every third year for future advisory votes on the named executive officer compensation as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission. An annual vote on such named executive officer compensation received the vote of 95.8% of the shares eligible to vote at the annual meeting. In light of the results of this nonbinding advisory vote, the registrant intends to hold an annual nonbinding advisory vote on such named executive officer compensation until the next required vote on the frequency of stockholder votes on the compensation of executives.
Item 7.01 | Regulation FD Disclosure. |
The registrant hereby furnishes the information set forth in its press release issued on May 25, 2023, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, 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. | Description | ||
99.1 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| VALHI, INC. | |
(Registrant) | ||
By: | /s/ Amy A. Samford | |
Date: May 25, 2023 | Amy A. Samford |
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VALHI ANNOUNCES QUARTERLY CASH DIVIDEND AND
RESULTS OF ANNUAL STOCKHOLDER MEETING
DALLAS, TEXAS . . . May 25, 2023 . . . Valhi, Inc. (NYSE: VHI) announced today that its board of directors has declared a regular quarterly dividend of eight cents ($0.08) per share on its common stock, payable on June 22, 2023 to stockholders of record at the close of business on June 5, 2023.
Valhi also announced that at its annual stockholder meeting held on May 25, 2023, its stockholders:
| ● | elected each of Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, Kevin B. Kramer, W. Hayden McIlroy, Michael S. Simmons and Mary A. Tidlund as a director for a one-year term; |
| ● | 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 2023 annual stockholder meeting; and |
| ● | approved, on a nonbinding advisory basis, an annual nonbinding advisory vote on named executive officer compensation as such compensation is disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission. |
Valhi, Inc. is engaged in the chemicals (TiO2), component products (security products and recreational marine components) and real estate management and development industries.
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Investor Relations Contact
Bryan A. Hanley
Senior Vice President and Treasurer
Tel. 972-233-1700