Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective May 26, 2022, the registrant's board of directors elected Michael S.
Simmons as the registrant's president. Mr. Simmons was formerly the registrant's
senior vice president, finance. Robert D. Graham was formerly the registrant's
president, and Mr. Graham continues to serve as the registrant's vice chairman
of the board and chief executive officer.
Also effective May 26, 2022, the registrant's board of directors increased the
size of the board from six to eight and elected Kevin B. Kramer and Michael S.
Simmons to fill the newly created vacancies, with each 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. Kramer to serve on its audit
committee.
Kevin B. Kramer, age 62, has served as senior vice president, chief commercial
and marketing officer for Allegheny Technologies, Incorporated, a publicly
traded global manufacturer of specialty materials and components supplying the
aerospace, defense, energy, medical, consumer electronics and automotive
industries, since 2014. Prior to joining Allegheny Technologies, Mr. Kramer
worked for Stoneridge, Inc. where he was president-Stoneridge wiring division
and vice president from 2012 to 2014. Earlier experience includes serving as
president-growth initiatives and president-wheel and transportation products for
Alcoa, Inc. from 2004 to 2012 and serving in various roles for Goodyear Tire and
Rubber Company from 1983 to 2004.
Michael S. Simmons, age 50, has served as the registrant's president since May
26, 2022. He previously served as the registrant's senior vice president,
finance from 2021 to May 2022 and as the registrant's vice president and chief
accounting officer from 2019 to 2021. He currently serves as executive vice
president of the registrant's affiliates CompX International Inc. and NL
Industries, Inc., as executive vice president, finance of the registrant's
affiliate Kronos Worldwide, Inc., and as senior vice president, finance of
Contran Corporation, the parent corporation of the registrant's consolidated tax
group ("Contran"). Mr. Simmons has served in various accounting and financial
positions (including officer positions) in various companies related to the
registrant and Contran since 2018. From 1994 to 2018, Mr. Simmons was employed
by PricewaterhouseCoopers LLP, the registrant's independent registered public
accounting firm, most recently as a managing director.
Mr. Simmons is an employee of Contran and provides his 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 2022 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 2022
proxy statement, which discussion is also incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The registrant held its 2022 annual meeting of stockholders on May 26, 2022. At
the 2022 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 6,
2022. Stockholders present at the 2022 annual meeting, either in person or by
proxy, represented 94.8% of the 28,277,093 shares eligible to vote at the
meeting.
Proposal 1: Election of Directors
The registrant's stockholders elected Thomas E. Barry, Loretta J. Feehan, Robert
D. Graham, Terri L. Herrington, W. Hayden McIlroy and Mary A. Tidlund as
directors. Each director nominee received votes "For" his or her election from
at least 93.3% of the shares eligible to vote at the annual meeting.
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 2022 proxy statement. The resolution received
the approval from 92.7% 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 26, 2022, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Item No. Exhibit Index
99.1 Press release dated May 26, 2022 issued by the
registrant .
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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