Current Report Filing (8-k)
December 23 2020 - 4:34PM
Edgar (US Regulatory)
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0001705682
2020-12-22
2020-12-22
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 22, 2020
Venator Materials PLC
(Exact name of registrant as specified in
its charter)
England and Wales
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001-38176
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98-1373159
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: +44 (0) 1740 608 001
Not applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Ordinary Shares, par value $0.001 per share
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VNTR
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New
York Stock Exchange
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Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
December 22, 2020, the Compensation Committee of the Board of Directors of Venator Materials PLC (the “Company”) took
the following actions:
Termination
of Executive Elective Deferral Plan
The
Company terminated the Venator Executive Elective Deferral Plan (the “Executive EDP”), effective December
31, 2020, following a change of control as defined by Internal Revenue Code section 409A, and determined to pay all amounts accrued
to the participants in the Executive EDP. Kurt D. Ogden and Russ R. Stolle, each an Executive Vice President of the Company and
a named executive officer, are participants in the Executive EDP.
The
Executive EDP was adopted on February 13, 2018, to replace and continue the terms of the interim 2017 Supplemental Savings Program
established to provide eligible executives retirement benefits based on those previously provided to them by Huntsman Corporation
(“Huntsman”) prior to the Company’s separation from Huntsman. Those benefits were previously provided to executives
under (i) Huntsman’s 401(k) plan (including matching and nondiscretionary employer contributions) to the extent such contributions
to the 401(k) plan were subject to legal limits on the amount of contributions that can be allocated to an individual in a single
year, and (ii) Huntsman’s Cash Balance Plan (a tax qualified pension plan) and its Supplemental Executive Retirement Plan
(a supplemental non-qualified pension plan). Previously, on April 27, 2020, the Company amended the Executive EDP, to be effective
January 1, 2021, to discontinue permitting deferred compensation contributions to the Executive EDP by participants, and to cease
making Company contributions to the Executive EDP, and also determined to instead make periodic cash payments to the former EDP
participants in lieu of amounts that would have been credited as Company contributions under the Executive EDP. Kurt D. Ogden and
Russ R. Stolle will receive such periodic payments in lieu of EDP Company contributions beginning January 1, 2021.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VENATOR MATERIALS PLC
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/s/ SEAN PETTEY
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Assistant Secretary
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Dated: December 23, 2020
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