UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )

 


 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

Venator Materials PLC

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

 

Dear Shareholder:

 

I’m writing to encourage your support for the proposals put forward to you in our Proxy Statement for our upcoming 2020 Annual General Meeting of Shareholders.  Among those proposals is one relating to a change to our Articles of Association, on which I would like to comment and believe to be in the best interests of our shareholders.  Please consider the following when voting:

 

·                  The ISS report may suggest we are seeking a new requirement that shareholder derivative actions and the like may only be brought in the courts of England; however, that requirement is already contained in our existing Articles, which are governed by UK law, and has been contained in our articles since before our IPO.

 

·                  The above requirement concerning English courts is repeated in the proposed amended and restated section of our Articles, but the portion referencing English courts is substantively the same as it exists today.

 

·                  What is new in the proposed amended and restated Articles is a requirement that lawsuits alleging securities claims under the U.S. Securities Act of 1933 (which governs the issuance of securities in the United States, such as in a primary or secondary offering by Venator) must be brought only in the U.S. federal court system (rather than in one or more state courts).

 

·                  We believe it is in the best interests of our shareholders to approve the proposed Amended and Restated Articles to address the risk to the Company of expensive and burdensome forum shopping by prospective plaintiffs and duplicative litigation outside the U.S. federal court system in any applicable cases.

 

Thank you for your consideration of this matter and your continued support and interest in Venator.

 

 

 

Sincerely,

 

 

Simon Turner

 

President and Chief Executive Officer

 


Venator Materials (NYSE:VNTR)
Historical Stock Chart
From Nov 2020 to Dec 2020 Click Here for more Venator Materials Charts.
Venator Materials (NYSE:VNTR)
Historical Stock Chart
From Dec 2019 to Dec 2020 Click Here for more Venator Materials Charts.