UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 16, 2023 (December 15, 2022)
 
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
Stamford, Connecticut 06901
  
Laporte Road, Stallingborough
 Grimsby, North East Lincolnshire, DN40 2PR,
United Kingdom

(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-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 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. ☐
 
Explanatory Note: On December 15, 2022, Tronox Holdings plc (the “Company”) issued a press release, and on December 15, 2022 filed a Current Report on Form 8-K, announcing the retirement of Timothy Carlson as the Company’s Senior Vice President and Chief Financial Officer, effective as of April 1, 2023 and the appointment of John Srivisal, currently the Company’s Senior Vice President, Business Development and Finance, as Mr. Carlson’s successor, effective as of April 1, 2023 (the “Effective Date”)
 
This Amendment No. 1 to the Form 8-K is being filed to include disclosure regarding Mr. Srivisal’s compensation as Senior Vice President, Chief Financial Officer and his related employment offer letter with the Company.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
In connection with Mr. Srivisal’s appointment as the Company’s Senior Vice President and Chief Financial Officer, on March 15, 2023, the Company entered into an offer letter (the “Offer Letter”) with Mr. Srivisal effective as of the Effective Date. The Offer Letter provides for an annual base salary of no less than $550,000, the entitlement to customary employee benefits, and an annual cash target bonus opportunity of 70% of base salary if the Company achieves 100% of its targets. The Offer Letter also provides for an annual equity award with a grant value of 180% of salary.

In addition, the Offer Letter provides that in the event Mr. Srivisal’s employment is terminated without cause, he will receive one times the sum of his annual base salary and annual target bonus, paid as a lump sum in accordance with the Company’s payroll practices, following the execution of a general release of claims. Further, if Mr. Srivisal’s employment is terminated without cause and occurs within 12 months following a change in control, he will receive one times the sum of his annual base salary and annual target bonus in addition to 12 months of base salary severance.

The foregoing description of Mr. Srivisal’s Offer Letter is not complete and is qualified in its entirety by reference to the text of the Offer Letter, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits
 
(d) Exhibits.

Exhibit
No.
 
Description
 
Offer Letter, dated March 15, 2023
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: March 16, 2023
By:
/s/ Jeffrey Neuman
 
   
Name:
Jeffrey Neuman
   
Title:
Senior Vice President, General Counsel and Secretary


Exhibit 10.1


March 15, 2023

PERSONAL AND CONFIDENTIAL

To: Mr. Danye (John) Srivisal

 
Re:
Employment Offer Letter

Dear John:

We are pleased to offer you the position of Senior Vice President and Chief Financial Officer effective April 1, 2023. This employment offer letter replaces in its entirety the letter dated March 8, 2018 between yourself and Tronox LLC. The annual rate of pay for the position is $550,000 payable bi-weekly every other Friday. This position is at a Band 1 Grade 1 level, and reports directly to the Company’s Co-Chief Executive Officers.

Tronox has an annual cash incentive program. Your targeted payout will remain 70% of your base if the Company achieves 100% of its targets with a maximum payout of 140% if the Company achieves 200% of its targets. Awards are typically paid in the first quarter of the following year.

You will be eligible for an annual Long-Term Incentive (LTIP) award equal to approximately 180% of your base salary in accordance with the Company’s annual LTIP grants. This grant currently consists of time-based restricted shares vesting ratably over three years and performance-based restricted stock lapsing after three years.

You will receive a promotional LTIP grant on April 3, 2023 equaling the difference of the value that was granted to you on February 21, 2023 and the value of your new LTIP award based on your new salary. The number of Restricted Share Units (“RSUs”) granted will be based on the closing stock price on April 3, 2023.

The Company offers its employees a comprehensive and competitive benefits package that includes a full range of healthcare and life insurance benefits. The Company’s 401(k) plan has a Company match of 100% of the first 6% of an employee’s contribution up to 6% of salary and bonus. In addition, Tronox is contributing a profit sharing discretionary amount of 6% of salary and bonus to employee’s 401(k) accounts. Combined with the Company match and discretionary contributions, assuming you contribute 6% to your 401k, 18% of your salary and bonus will go towards your 401(k) retirement account on a monthly basis.

In the event of termination without cause, you will receive one times the sum of your annual base salary and annual target bonus, paid as a lump sum in accordance with the Company’s payroll practices, following the execution of a general release of claims. If the termination without cause occurs within 12 months following a Change in Control (as such term is defined under the Company’s Amended and Restated Tronox Holdings plc Management Equity Incentive Plan) you will receive one times the sum of your annual base salary and annual target bonus in addition to 12 months of base salary severance.

You will be eligible to receive 5 weeks of vacation annually and 10 Company paid holidays. Tronox also provides 10 days of sick leave annually. In addition, you will be eligible to participate in the Company’s Executive Financial Counseling Program and utilize financial advisors of your own choosing provided that the Company will not reimburse you for more than $10,000 per year for this service.

Tronox Holdings plc
263 Tresser Blvd., Suite 1100
Stamford, CT 06901 | www.tronox.com

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We look forward to continuing to work with you at Tronox.

Sincerely,

/s/ Jean-Francois Turgeon
 
Jean-François Turgeon
Co-CEO
Tronox Holdings plc

/s/ John Romano
 
John D. Romano
Co-CEO
Tronox Holdings plc

Acknowledgement:

Agreed on this the 15th day of March 2023

/s/ Danye J. Srivisal
 
By: Danye (John) Srivisal

Tronox Holdings plc
263 Tresser Blvd., Suite 1100
Stamford, CT 06901 | www.tronox.com


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