Tronox Holdings plc (TROX) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Jeffry Quinn, Chairman and Chief Executive Officer of Tronox Holdings plc, and have been designated in accordance with our Articles of Association to act as Chairman for the 2020 Annual General Meeting of Shareholders of Tronox. On behalf of our Board of Directors, I want to welcome each of you to the 2020 Annual General Meeting. In previous years, we have invited our shareholders to attend the annual meeting in person at our Stamford, Connecticut office. However, in light of risk associated with the COVID-19 pandemic, and with the health and safety of our employees and our shareholders being our top priority, we have chosen to hold this year's meeting exclusively online via live webcast. We believe this virtual platform provides greater access to the meeting by our shareholders from any location convenient to them, allows shareholders to cast their votes online before the polls close and allow easier access for shareholders to ask questions. We have posted the agenda and the code of conduct rules for the meeting on our annual meeting website. The notice of this annual meeting, proxy statement, proxy and affidavit of mailing will be made a part of the minutes of this meeting. This meeting will be limited to the formal business of the shareholders. The company will be filing a Form 8-K with the SEC disclosing the final voting results as well as posting the results on the company's website. In attendance today are members of our Board of Directors and the company's executive management team. In addition, representatives from PricewaterhouseCoopers, who served as the company's independent auditor in 2019, are also in attendance. I hereby declare that a quorum is present. And in accordance with the notice of the meeting, the 2020 Annual General Meeting of Shareholders of Tronox Holdings plc is called to order. There are 9 proposals to be considered at today's meeting. Certain of today's proposals are customary or required for public limited companies incorporated in England and Wales. As such, some of the proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. A vote will be taken on each of the 9 resolutions. In accordance with applicable law and the regulations of the United States Securities and Exchange Commission, Lou Larsen, a representative of Broadridge Financial Services Inc., has been appointed and duly sworn to act as the inspector of election. He will tabulate the votes cast and certify the votes taken at this meeting. Voting will open upon reading of each proposed resolution, and the voting process will remain open until later in the meeting when I declare the voting closed. [Operator Instructions] At the conclusion of the meeting, I will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any relevant questions that we are not able to get to will be addressed on our company website. The first item on our agenda is the election of directors to serve until the next Annual General Meeting of Shareholders in 2021. The nominees for election as directors this year are: myself, Jeffry Quinn; Ilan Kaufthal, our Lead Independent Director; Mutlaq Al-Morished; Vanessa Guthrie; Peter Johnston; Ginger Jones; Stephen Jones; Moazzam Khan; and Sipho Nkosi. Two of our long-serving directors, Andy Hines and Wayne Hinman, are retiring, and we want to thank them for their many years of service to the company and its shareholders. These 2 gentlemen have worked for the last decade to create value for our shareholders. I will miss their advice, their counsel and their wisdom. Thank you very much for your service, Wayne and Andy. A separate resolution for the election of each of these 9 nominees is proposed. No other nominations for directors were received. The second item of business is the say-on-pay vote. At our 2019 Annual Meeting, shareholders approved a resolution that the company should conduct this nonbinding vote annually in accordance with Section 14A of the Securities Exchange Act of 1934. The Board is recommending that shareholders approve this nonbinding advisory resolution regarding the compensation of the company's named executive officers. The third item of business is the ratification of PricewaterhouseCoopers as the company's independent registered accounting firm in fiscal year 2020. The fourth item of business is the proposal to approve the receipt of the company's U.K. audited annual report and accounts for the fiscal year ending December 31, 2019, on an advisory nonbinding basis. Under the U.K. Companies Act 2006, the company is required to deliver the report and accounts to our shareholders. The fifth item of business is the proposal to approve the company's U.K. directors' remuneration policy. Pursuant to Company Act 2006 (sic) [ Companies Act 2006 ], for the first time, the company is required to obtain binding shareholder approval of this policy. The sixth item of business is the proposal to approve, on a nonbinding advisory basis, the company's U.K. directors' remuneration report for the fiscal year ending December 31, 2019. Pursuant to the Companies Act, the company is, for the first time, required to seek an annual nonbinding advisory vote and nonbinding approval of the company's U.K. directors' remuneration report from our shareholders. The seventh item of business is the reappointment of PricewaterhouseCoopers LLP as the U.K. statutory auditor, and under the U.K. Companies Act 2006, for Tronox Holdings plc in fiscal 2020. The eighth item of business is the proposal to authorize the company's Board of Directors or its Audit Committee to determine the remuneration of the company's U.K. statutory auditor. And finally, the ninth item of business is the proposal to approve an amendment to the company's amended and restated management equity incentive plan for the sole purpose of increasing by 8 million the number of shares available for management and director grants. If this proposal is approved by our shareholders, the additional shares will be added to the shares currently available for grant under the plan. These grants are important to the company's success and its ability to attract, retain and motivate our management, key employees and future talent. Voting is now open for all 9 proposals considered at this meeting. If you have not submitted your votes or would like to change your votes, please do so at this time. [Voting]

Now that all votes have been cast and collected, I now declare the voting closed. The inspector of election will tabulate the votes. There being no further discussion as to the proposals and no further items of business on our agenda, we will now report on the results of the votes of the various resolutions. We have been informed by the inspector of elections that the preliminary vote report shows that all of the nominees for election to the Board of Directors have been duly elected, and that all other proposals have been approved. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days. This concludes the business related to our annual general meeting. As there have been no questions submitted, the business of the 2020 Tronox Holdings plc Annual General Meeting of Shareholders is concluded, and I now close the meeting. Thank you for joining us today, and we wish you the best the next year to come. Thank you.

Thank you. Ladies and gentlemen, this does conclude today's shareholder meeting. Thank you for your participation, and have a wonderful day.