Valhi (NYSE: VHI) sets $0.08 dividend and reports 2026 meeting results

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Valhi, Inc. announced that its board declared a regular quarterly cash dividend of $0.08 per share on common stock, payable on June 25, 2026, to stockholders of record as of June 4, 2026. This continues the company’s practice of returning cash to shareholders.

The company also reported results of its 2026 annual meeting. Stockholders representing 95.2% of the 28,302,293 shares eligible to vote participated, and all director nominees standing for election received at least 93.6% support. A nonbinding advisory resolution approving named executive officer compensation received 93.9% approval.

Following the meeting and a board vacancy caused by the death of director W. Hayden McIlroy, the board appointed Randy L. Hill, a longtime audit partner and current Opportune LLP partner, to the board and its audit committee, adding substantial financial and audit experience.

8-K Event Classification

4 items: 5.02, 5.07, 7.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Quarterly dividend: $0.08 per share Dividend payment date: June 25, 2026 Dividend record date: June 4, 2026 +4 more

7 metrics

Quarterly dividend $0.08 per share Regular cash dividend on common stock

Dividend payment date June 25, 2026 Cash dividend payment date

Dividend record date June 4, 2026 Shareholders of record eligible for dividend

Shares eligible to vote 28,302,293 shares Eligible at 2026 annual meeting

Meeting participation 95.2% Percent of eligible shares represented at 2026 meeting

Director support ≥93.6% Each elected director’s support as share of eligible votes

Say-on-pay support 93.9% Shares eligible to vote approving executive compensation

Key Terms

quarterly dividend, nonbinding advisory basis, audit committee, Regulation FD Disclosure, +1 more

5 terms

quarterly dividend financial

"declared a regular quarterly dividend of eight cents ($0.08) per share"

A quarterly dividend is a payment a company gives to its shareholders four times a year, usually as a share of its profits. It's like getting a small bonus every few months for owning the company's stock, which can provide a steady income. Investors watch these payments to see how well a company is doing and whether it’s a good investment.

nonbinding advisory basis financial

"adopted a resolution, on a nonbinding advisory basis, approving the compensation"

audit committee financial

"The board of directors also appointed Mr. Hill to serve on its audit committee."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/21/2026 - 04:16 PM

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)

May 21, 2026

VALHI, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-5467	87-0110150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5430 LBJ Freeway, Suite 1700, Dallas, Texas	75240-2620
(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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		VHI		NYSE

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Immediately following the registrant’s 2026 annual meeting of stockholders on May 21, 2026, a vacancy existed on the registrant’s board of directors due to the death of W. Hayden McIlroy. (See Item 5.07 of this report.) Later that same day, the registrant’s board of directors appointed Randy L. Hill to fill the vacancy, to serve as a director until his successor is elected and qualified or his earlier resignation, removal or death. The board of directors also appointed Mr. Hill to serve on its audit committee.

Mr. Hill, age 66, has been a partner at Opportune LLP, a business advisory firm focused on consulting, outsourcing and investment banking, since 2021. Prior to that, Mr. Hill spent over 37 years at KPMG LLP, where he served in roles of increasing responsibility during his lengthy tenure as a partner in KPMG’s audit practice, including serving as audit partner-in-charge in the KPMG Dallas office. Since 2024, he has served on the board of directors, the audit committee and the sustainability committee of Darling Ingredients Inc., a publicly traded company that repurposes and recycles materials from the animal agriculture and food industries.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The registrant held its 2026 annual meeting of stockholders on May 21, 2026. At the 2026 annual meeting, the registrant’s stockholders 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 April 1, 2026. Stockholders present at the 2026 annual meeting, either in person or by proxy, represented 95.2% of the 28,302,293 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, Gina A. Norris, Michael S. Simmons and Mary A. Tidlund as directors. Each director nominee received votes “For” his or her election from at least 93.6% of the shares eligible to vote at the annual meeting. After the mailing of the registrant’s proxy statement, director nominee W. Hayden McIlroy passed away on April 19, 2026; as a result, he did not stand for election and no votes were cast at the annual meeting for him as a nominee. The resulting vacancy was filled by the registrant’s board on May 21, 2026, as reported in Item 5.02 of this report.

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 2026 proxy statement. The resolution received the approval from 93.9% 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 21, 2026, 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 9.01Financial Statements and Exhibits.

(d)Exhibits


Item No.		Description

99.1		Press release dated May 21, 2026 entitled “Valhi Declares Quarterly Dividend” and issued by the registrant.

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.

3
	Valhi, Inc.
	(Registrant)


	By:	/s/ Amy A. Samford
Date: May 21, 2026		Amy A. Samford Executive Vice President and Chief Financial Officer

VALHI ANNOUNCES QUARTERLY CASH DIVIDEND AND

RESULTS OF ANNUAL STOCKHOLDER MEETING

DALLAS, TEXAS . . . May 21, 2026 . . . 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 25, 2026 to stockholders of record at the close of business on June 4, 2026.

Valhi also announced that at its annual stockholder meeting held on May 21, 2026, its stockholders:

●

elected each of Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, Gina A. Norris, Michael S. Simmons and Mary A. Tidlund 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 2026 annual stockholder meeting.

Following the annual meeting of stockholders, today the Valhi board of directors appointed Randy L. Hill to fill the vacancy on the board resulting from the death of W. Hayden McIlroy on April 19, 2026. The board of directors also appointed Mr. Hill to serve on its audit committee.

Valhi, Inc. is engaged in the chemicals (TiO₂), component products (security products and recreational marine components) and real estate management and development industries.

* * * * *

Investor Relations Contact

Bryan A. Hanley

Senior Vice President and Treasurer

Tel. 972-233-1700

Source: View Original Filing on SEC EDGAR

FAQ

What quarterly dividend did Valhi (VHI) declare in May 2026?

Valhi declared a regular quarterly cash dividend of $0.08 per share. The dividend is payable on June 25, 2026, to stockholders of record at the close of business on June 4, 2026, continuing cash returns to shareholders.

When is the record date and payment date for Valhi (VHI) June 2026 dividend?

The record date is June 4, 2026, and payment will be made on June 25, 2026. Shareholders on the books at the close of business on June 4 will receive the $0.08 per-share cash dividend later in June.

How many Valhi (VHI) shares were eligible to vote at the 2026 annual meeting?

28,302,293 Valhi shares were eligible to vote at the 2026 annual meeting. Stockholders present in person or by proxy represented 95.2% of those eligible shares, indicating very strong participation in director elections and advisory compensation voting.

What support did Valhi (VHI) directors receive at the 2026 annual meeting?

Each Valhi director nominee received at least 93.6% support from shares eligible to vote. Six nominees were elected to the board with this high backing, while one nominee, W. Hayden McIlroy, had passed away before the meeting and did not stand for election.

Did Valhi (VHI) stockholders approve executive compensation in 2026 say-on-pay?

Valhi stockholders approved executive compensation on a nonbinding advisory basis. The resolution regarding compensation of named executive officers received support from 93.9% of the shares eligible to vote, signaling strong shareholder backing for the company’s pay programs.

Who was appointed to Valhi (VHI)’s board and audit committee in May 2026?

Randy L. Hill was appointed to Valhi’s board of directors and its audit committee. Hill, age 66, is a partner at Opportune LLP and previously spent over 37 years at KPMG LLP, including leadership roles in its Dallas audit practice.

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 7.5 KB