Tronox (NYSE: TROX) investors back all 12 AGM resolutions

Rhea-AI Filing Summary

Tronox Holdings plc held its Annual General Meeting on April 28, 2026, where shareholders approved all 12 proposals. All nominated directors, including Ilan Kaufthal, John Romano and Jean-Francois Turgeon, were elected to terms expiring in 2027 with approval levels ranging from 96% to 99% of votes cast.

Shareholders backed the non-binding Say-on-Pay resolution for named executive officers with 113,038,167 votes for and 2,338,717 against, a 98% approval rate. They also ratified the independent registered public auditor and approved receipt of the U.K. audited annual accounts, each with about 98–99% support.

Investors approved the U.K. directors’ remuneration policy and remuneration report, re-appointed PricewaterhouseCoopers LLP as U.K. statutory auditor, and authorized the Board to determine PwC’s remuneration. Resolutions authorizing the Board to allot shares, allot shares without preemption rights, approve share repurchase contracts, and amend the Management Equity Incentive Plan to increase authorized shares all passed with approximately 96–99% support.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-Pay approval: 113,038,167 votes for (98%) Auditor ratification support: 130,262,453 votes for (98%) U.K. accounts approval: 133,226,314 votes for (99%) +3 more

6 metrics

Say-on-Pay approval 113,038,167 votes for (98%) Non-binding advisory vote on executive compensation

Auditor ratification support 130,262,453 votes for (98%) Ratification of independent registered public auditor

U.K. accounts approval 133,226,314 votes for (99%) Receipt of U.K. audited annual accounts and related reports

U.K. directors’ remuneration policy 112,105,208 votes for (97%) Approval of U.K. directors’ remuneration policy

Share allotment authority 132,005,237 votes for (99%) Authorization for Board of Directors to allot shares

Equity plan amendment 110,601,845 votes for (96%) Increase in authorized shares under Management Equity Incentive Plan

Key Terms

Say-on-Pay, broker non-votes, U.K. directors’ remuneration policy, U.K. statutory auditor, +2 more

6 terms

Say-on-Pay financial

"To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay”)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes financial

"Abstain ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

U.K. directors’ remuneration policy financial

"To approve the Company’s U.K. directors’ remuneration policy."

U.K. statutory auditor financial

"To re-appoint PricewaterhouseCoopers LLP as the Company’s U.K. statutory auditor"

rights of preemption financial

"To authorize the Board of Directors to allot shares without rights of preemption."

Management Equity Incentive Plan financial

"Tronox Holdings plc Amended and Restated Management Equity Incentive Plan"

Understanding 8-K Material Events →

false000153080400015308042026-04-282026-04-28

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 earliest event reported) April 29, 2026 (April 28, 2026)

TRONOX HOLDINGS PLC

(Exact Name of Registrant as Specified in Its Charter)

England and Wales	001-35573	98-1467236
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

263 Tresser Boulevard, Suite 1100		Laporte Road, Stallingborough
Stamford, Connecticut 06901		Grimsby, North East Lincolnshire, DN40 2PR, England

 (Address of Principal Executive Offices) (Zip Code)

(203) 705-3800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-1 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary shares, par value $0.01 per share	TROX	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

(a) The Annual General Meeting of Shareholders (the “Annual Meeting”) of Tronox Holdings plc (the “Company”) was held on April 28, 2026.

(b) At the Annual Meeting, shareholders voted as set forth below for the following proposals:

Proposal 1. Election of directors. To elect directors to terms expiring in 2027.

Nominee		Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
Ilan Kaufthal			106,272,870				92	%			9,316,114				8	%			72,985				–	%			17,905,875
John Romano			114,586,825				99	%			1,005,979				1	%			69,165				–	%			17,905,875
Jean-Francois Turgeon			114,135,062				99	%			1,457,819				1	%			69,088				–	%			17,905,875
Peter B. Johnston			111,916,063				97	%			3,675,194				3	%			70,712				–	%			17,905,875
Ginger M. Jones			114,055,987				99	%			1,522,458				1	%			83,524				–	%			17,905,875
Stephen Jones			114,326,267				99	%			1,188,274				1	%			147,428				–	%			17,905,875
Moazzam Khan			114,131,606				99	%			1,455,661				1	%			74,702				–	%			17,905,875
Sipho Nkosi			111,283,127				96	%			4,318,025				4	%			60,817				–	%			17,905,875

Proposal 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay”).

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	113,038,167				98	%			2,338,717				2	%			285,085				–	%			17,905,875

Proposal 3. To ratify the appointment of the Company’s independent registered public auditor.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	130,262,453				98	%			3,248,702				2	%			56,689				–	%			0

Proposal 4. To approve receipt of the Company’s U.K. audited annual accounts and related directors’ and auditor’s report for the fiscal year ended December 31, 2025.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	133,226,314				99	%			173,410				–	%			168,120				–	%			0

Proposal 5. To approve the Company’s U.K. directors’ remuneration policy.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	112,105,208				97	%			3,182,851				3	%			373,910				–	%			17,905,875

Proposal 6. To approve, on a non-binding advisory basis, the Company’s U.K. directors’ remuneration report for the fiscal year ended December 31, 2025.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	113,921,359				99	%			1,583,100				1	%			157,510				–	%			17,905,875

Proposal 7. To re-appoint PricewaterhouseCoopers LLP as the Company’s U.K. statutory auditor for the fiscal year ended December 31, 2026.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	130,254,833				98	%			3,257,724				2	%			55,287				–	%			0

Proposal 8. To authorize the Board of Directors or Audit Committee to determine the remuneration of PwC U.K. in its capacity as the Company’s U.K. statutory auditor.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	132,864,358				99	%			573,185				0.4	%			130,301				–	%			0

Proposal 9. To authorize the Board of Directors to allot shares.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	132,005,237				99	%			1,428,696				1.0	%			133,911				–	%			0

Proposal 10. To authorize the Board of Directors to allot shares without rights of preemption.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	131,623,729				99	%			1,658,227				1.0	%			285,888				–	%			0

Proposal 11. To approve forms of share repurchase contracts and share repurchase counterparties.

Votes For				%				Votes Against %								Abstain				%				Broker Non-Votes
	132,261,878				98	%			952,091				1	%			353,875				–	%			0

Proposal 12.  To approve an amendment to the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan for the sole purpose of increasing the authorized shares thereunder.

Votes For				%				Votes Against				%				Abstain				%				Broker Non-Votes
	110,601,845				96	%			4,931,166				4	%			128,958				–	%			17,905,875

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibit No.		Description
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

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: April 29, 2026	By:		/s/ Jeffrey Neuman
				Name:	Jeffrey Neuman
				Title:	Senior Vice President, General Counsel and Secretary

FAQ

What did Tronox (TROX) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all 12 proposals at the 2026 Annual Meeting. These included electing directors, advisory votes on U.S. and U.K. executive pay, auditor ratifications, authorizations to allot shares and repurchase shares, and an amendment increasing authorized shares under the Management Equity Incentive Plan.

How strongly did Tronox (TROX) shareholders support director elections?

Director nominees received very high support, with approval levels between 96% and 99% of votes cast. For example, John Romano received 114,586,825 votes for (about 99%), while Sipho Nkosi received 111,283,127 votes for (about 96%), indicating broad backing for the board slate.

What was the Say-on-Pay result for Tronox (TROX) executives?

The non-binding Say-on-Pay resolution gained 113,038,167 votes for and 2,338,717 against, a 98% approval rate. This advisory vote indicates shareholders broadly supported compensation for the company’s named executive officers for the referenced fiscal year, with minimal opposition and limited abstentions.

Which auditor did Tronox (TROX) shareholders ratify and re-appoint?

Shareholders ratified the appointment of the company’s independent registered public auditor with 130,262,453 votes for and 3,248,702 against. They also re-appointed PricewaterhouseCoopers LLP as the U.K. statutory auditor, with 130,254,833 votes for and 3,257,724 against, both showing about 98% support.

Did Tronox (TROX) shareholders authorize the board to issue and repurchase shares?

Yes. Shareholders authorized the Board to allot shares with 132,005,237 votes for (about 99%) and to allot shares without preemption rights with 131,623,729 votes for. They also approved forms of share repurchase contracts and counterparties with 132,261,878 votes for and limited opposition.

What change was approved to the Tronox Management Equity Incentive Plan?

Shareholders approved an amendment to the Amended and Restated Management Equity Incentive Plan solely to increase the authorized shares available under the plan. The proposal received 110,601,845 votes for and 4,931,166 against, reflecting about 96% approval and enabling continued equity-based incentives.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
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