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





Election of Directors

On December 31, 2020, the Board of Directors (the "Board") of Venator Materials PLC (the "Company") elected Barry B. Siadat, Aaron C. Davenport and Heike van de Kerkhof as new members of the Board. The appointment of Dr. Siadat was effective immediately, and the appointments of Mr. Davenport and Ms. van de Kerkhof were effective January 1, 2021. Dr. Siadat was elected Chairman of the Board and was not appointed to any committee of the Board. Mr. Davenport was appointed to serve on the Nominating and Corporate Governance Committee of the Board and Ms. van de Kerkhof was appointed to serve on the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board.

There are no arrangements between Dr. Siadat, Mr. Davenport, Ms. van de Kerkhof and any other person pursuant to which any of them were selected as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which any of Dr. Siadat, Mr. Davenport or Ms. van de Kerkhof has a material interest subject to disclosure under Item 404(a) of Regulation S-K. As non-employee directors, each of Dr. Siadat, Mr. Davenport and Ms. van de Kerkhof will be compensated for his or her services as described in the Company's proxy statement for its 2020 annual meeting of stockholders, filed with the Securities and Exchange Commission on May 18, 2020, under the heading "Director Compensation."

Departure of Directors or Certain Officers

On December 31, 2020, Douglas D. Anderson and Sir Robert J. Margetts each informed the Company that he would resign from the Board, effective January 1, 2021. Mr. Anderson's and Sir Robert's resignations are not the result of any disagreement with the Company.

Item 7.01 Regulation FD Disclosure

On January 4, 2021, Venator Materials PLC issued a press release titled "Venator Board Elects Three New Directors." The press release is furnished herewith as Exhibit 99.1 .




Item 9.01.      Financial Statements and Exhibits.



(d) Exhibits.



 Number    Description of Exhibits

  99.1       Press Release dated January 4, 2021 titled "Venator Board Elects
           Three New Directors"

  104      Cover Page Interactive Data File (formatted in Inline XBRL and embedded
           within the Inline XBRL)

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