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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On March 13, 2020, Kelly D. Luttmer, executive vice president and chief tax officer of the registrant, provided notice to the registrant that, effective as of June 1, 2020, she will retire as an officer of the registrant. In connection with her retirement from the registrant, Ms. Luttmer has also provided notice to Valhi, Inc. ("Valhi"), Kronos Worldwide, Inc., and NL Industries, Inc. ("NL"), affiliates of the registrant, that she will also retire as an officer of those companies as of such date. Following such retirements, Ms. Luttmer will continue to be employed by Contran Corporation ("Contran"), the privately-held parent corporation of the registrant, and will continue to serve as executive vice president and chief tax officer of Contran.

Following such retirement notice of Ms. Luttmer, the registrant's board of directors took action, also effective as of June 1, 2020, to:

• elect Darci B. Scott as vice president, tax of the registrant; and

• designate Ms. Scott as an executive officer of the registrant.

Ms. Scott, age 45, has served in various tax accounting positions with various companies related to the registrant and Contran since 2006 and currently serves as vice president, tax of Valhi. Beginning June 1, 2020, she will also serve as an executive officer of NL as its vice president, tax and of Valhi as its vice president, tax - financial reporting.

Ms. Scott is an employee of Contran and will provide her services to the registrant under an intercorporate services agreement between the registrant and Contran. For a description of the intercorporate services agreement, see "Certain Relationships and Transactions" in the registrant's 2019 proxy statement, which description is incorporated herein by reference. In addition, for a discussion of potential conflicts of interest of officers who serve more than one corporation, see "Certain Relationships and Transactions" in the 2019 proxy statement, which discussion is also incorporated herein by reference. --------------------------------------------------------------------------------

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