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MarketScreener Homepage  >  Equities  >  Nyse  >  Venator Materials PLC    VNTR   GB00BF3ZNS54

VENATOR MATERIALS PLC

(VNTR)
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VENATOR MATERIALS PLC : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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06/19/2020 | 05:08pm EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Amendment and Restatement of Venator Materials 2017 Stock Incentive Plan

As described in Item 5.07 below, on June 18, 2020 at the 2020 Annual General Meeting of Shareholders (the "Annual Meeting") of Venator Materials PLC (the "Company"), the Company's shareholders approved an amendment and restatement to the Venator Materials 2017 Stock Incentive Plan (the "Plan" and as amended and restated, the "Amended and Restated Plan") in order to, among other items, increase the number of shares reserved for issuance under the plan by 5,000,000 shares.

A summary of the Amended and Restated Plan is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 18, 2020 (the "Proxy Statement"). That summary and the above description of the Amended and Restated Plan do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year


As described in Item 5.07 below, at the Annual Meeting, the Company's shareholders approved an amendment and restatement of the Company's Amended and Restated Articles of Association (the "Articles" and as amended and restated, the "Amended and Restated Articles") to amend and restate article 130.1 therein. The Amended and Restated Articles became effective upon approval on June 18, 2020. A copy of the Amended and Restated Articles is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of the Company was held on June 18, 2020.

(b) The Company's shareholders voted on the following proposals at the Annual Meeting and cast their votes as follows:

Proposal 1 The six nominees named below were elected to serve as directors of the

            board of directors, to serve until the 2021 Annual General Meeting,
            and the voting results were as follows:




Directors                   For        Against      Abstain   Broker Non-Votes
Peter R. Huntsman        81,244,342   3,084,608     167,815          4,337,250
Simon Turner             84,189,271     152,004     155,490          4,337,250
Sir Robert J. Margetts   82,864,309   1,454,820     177,636          4,337,250
Douglas D. Anderson      82,896,772   1,422,252     177,741          4,337,250
Daniele Ferrari          84,182,460     135,065     179,240          4,337,250
Kathy D. Patrick         84,098,990     217,829     179,946          4,337,250



Proposal 2 The non-binding advisory vote to approve named executive officer

            compensation was approved as set forth below.




   For       Against   Abstain   Broker Non-Votes
84,007,525   330,111   159,129          4,337,250




Proposal 3 The vote to receive the U.K. audited annual report and accounts and

            related directors' and auditors' reports for the year ended December
            31, 2019 was approved as set forth below.




   For       Against   Abstain
88,413,618   214,496   205,901




Proposal 4 The vote to approve the Company's directors' remuneration policy

            included in the directors' remuneration report was approved as set
            forth below.




   For       Against   Abstain   Broker Non-Votes
84,176,287   156,716   163,762          4,337,250

Proposal 5 The non-binding advisory vote to approve the directors' remuneration

            report for the year ended December 31, 2019 was approved as set forth
            below.





   For       Against   Abstain   Broker Non-Votes
84,015,052   318,371   163,342          4,337,250




Proposal 6 The ratification of the appointment of Deloitte LLP as independent

            registered public accounting firm for the year ended December 31, 2020
            was approved as set forth below.




   For       Against   Abstain
88,224,402   448,616   160,997




Proposal 7 The vote to approve the re-appointment of Deloitte LLP as U.K.

            statutory auditor until the next annual general meeting at which the
            Company's annual report and accounts are laid was approved as set
            forth below.




   For       Against   Abstain
88,224,402   448,616   160,997




Proposal 8 The vote to authorize the Company's board of directors or the Audit

            Committee to determine the remuneration of Deloitte LLP as U.K.
            statutory auditor was approved as set forth below.




   For       Against   Abstain
88,260,550   404,282   169,183

Proposal 9 The vote to authorize the Company and its current or future

            subsidiaries to make political donations and incur political
            expenditure was approved as set forth below.




   For       Against   Abstain
87,791,264   876,600   166,151

Proposal 10 The vote to approve the amendment and restatement of the Venator

             Materials 2017 Stock Incentive Plan was approved as set forth below.





   For        Against    Abstain   Broker Non-Votes
74,878,536   9,442,519   175,710          4,337,250



Proposal 11 The vote to approve the amendment and restatement of the Company's

             Articles of Association was approved as set forth below.




For Against Abstain Broker Non-Votes 71,069,688 13,254,707 172,370 4,337,250

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



 Number    Description of Exhibits

  3.1        Amended and Restated Articles of Association

  10.1       Amended and Restated Venator Materials 2017 Stock Incentive Plan

  104      The cover page from this Current Report on Form 8-K, formatted in
           Inline XBRL.

© Edgar Online, source Glimpses


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Financials (USD)
Sales 2020 1 887 M - -
Net income 2020 -43,8 M - -
Net Debt 2020 771 M - -
P/E ratio 2020 -4,99x
Yield 2020 -
Capitalization 219 M 219 M -
EV / Sales 2020 0,52x
EV / Sales 2021 0,51x
Nbr of Employees 4 000
Free-Float 99,5%
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Mean consensus HOLD
Number of Analysts 11
Average target price 2,17 $
Last Close Price 2,05 $
Spread / Highest target 46,3%
Spread / Average Target 5,85%
Spread / Lowest Target -26,8%
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Managers
NameTitle
Simon Turner President, Chief Executive Officer & Director
Peter R. Huntsman Non-Executive Chairman
Kurt David Ogden Chief Financial Officer & Executive Vice President
Robert Portsmouth Senior Vice President-EHS, Innovation & Technology
Douglas Delano Anderson Independent Director
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