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
Filed by Registrant: ý
Filed by a Party other than the Registrant: ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a‑6(e)(2))
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ý Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Kronos Worldwide, Inc.
(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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0‑11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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4)
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Date Filed:
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Kronos Worldwide, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
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March 25, 2019
To Our Stockholders:
You are cordially invited to attend the 2019 annual meeting of stockholders of Kronos Worldwide, Inc.,
which will be held on Wednesday, May 15, 2019, at 10:00 a.m., local time, at our corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. The matters to be acted upon at the meeting are described in the
attached notice of annual meeting of stockholders and proxy statement.
Whether or not you plan to attend the meeting, please cast your vote as instructed on your notice of
internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes. Your vote,
whether given by proxy or in person at the meeting, will be held in confidence by the inspector of election as provided in our bylaws.
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Sincerely,
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Loretta J. Feehan
Chair of the Board
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Robert D. Graham
Vice Chairman of the Board, President and
Chief Executive Officer
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Kronos Worldwide, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240‑2697
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 2019
To the Stockholders of Kronos Worldwide, Inc.:
The 2019 annual meeting of stockholders of Kronos Worldwide, Inc. will be held on Wednesday, May 15, 2019,
at 10:00 a.m., local time, at our corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697 for the following purposes:
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to elect the seven director nominees named in the proxy statement to serve until the 2020 annual meeting of stockholders;
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to approve on an advisory basis our named executive officer compensation; and
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to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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The close of business on March 18, 2019 has been set as the record date for the meeting. Only holders of
our common stock at the close of business on the record date are entitled to notice of and to vote at the meeting. A complete list of stockholders entitled to vote at the meeting will be available for examination during normal business hours by any
of our stockholders, for purposes related to the meeting, for a period of ten days prior to the meeting at our corporate offices.
You are cordially invited to attend the meeting. Whether or not you plan to attend the meeting, please
cast your vote by following the instructions on the notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are
represented and voted in accordance with your wishes.
By Order of the Board of Directors,
Clarence B. Brown, III, Secretary
Dallas, Texas
March 25, 2019
Important Notice Regarding the Availability of
Proxy Materials for the
Annual Stockholder Meeting to Be Held on May 15, 2019.
The proxy statement and annual report to stockholders (including Kronos Worldwide’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018) are available at www.viewproxy.com/kronosworldwide/2019.
TABLE OF CONTENTS
Page
TABLE OF CONTENTS
Ownership of Kronos Worldwide
Ownership of Related Companies
Nominees for Director
Current Executive Officers
Upcoming Executive Officer Changes
Controlled Company Status, Director Independence and Committees
2018 Meetings and Standing Committees of the Board of Directors
Audit Committee
Management Development and Compensation Committee
Risk Oversight
Identifying and Evaluating Director Nominees
Leadership
Structure of the Board of Directors and Independent Director Meetings
Stockholder Proposals and Director Nominations for the 2020 Annual Meeting of
Stockholders
Communications with Directors
Compensation Committee Interlocks and Insider Participation
Code of Business Conduct and Ethics
Corporate Governance Guidelines
Availability of Corporate Governance Documents
Compensation Discussion and Analysis
Compensation
Committee Report
Summary of Cash and Certain Other Compensation of Executive Officers
No Grants of Plan-Based Awards
No Outstanding Equity Awards at December 31, 2018
No Option Exercises or Stock Vested
Pension Benefits
Nonqualified Deferred Compensation
Pay Ratio Disclosure
Director Compensation
Compensation
Policies and Practices as They Relate to Risk Management
Compensation Consultants
Related Party Transaction Policy
Relationships with Related Parties
Intercorporate Services Agreements
Risk Management Program
Tax Matters
Related Party Loans for Cash Management Purposes
Data Recovery Program
Independent Registered Public Accounting Firm
Fees Paid to PricewaterhouseCoopers LLP
Preapproval Policies and Procedures
Background
Say-on-Pay Proposal
Effect
of the Proposal
Vote
Required
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- ii -
“Alliance Advisors” means Alliance Advisors, LLC, our proxy management advisors, who will act as inspector of election for the annual meeting of stockholders.
“brokerage firm or other nominee” means a brokerage firm or other nominee such as a banking institution, custodian, trustee or fiduciary (other than our transfer agent, Computershare) through which a stockholder holds its
shares of our common stock.
“broker/nominee non-vote” means a non-vote by a brokerage firm or other nominee for shares held for a client’s account for which the brokerage firm or other nominee does not have discretionary authority to vote on a
particular matter and has not received instructions from the client.
“Code” means the Internal Revenue Code of 1986, as amended.
“Computershare” means Computershare Trust Company, N.A., our stock transfer agent and registrar.
“CompX” means CompX International Inc., one of our publicly held sister corporations that manufactures security products and recreational marine components.
“Contran” means Contran Corporation, the parent corporation of our consolidated tax group.
“Dixie Rice” means Dixie Rice Agricultural L.L.C., one of our parent companies.
“EWI” means EWI RE, Inc., a reinsurance brokerage and risk management corporation wholly owned by NL.
“Family Trust” means the Harold C. Simmons Family Trust No. 2, of which Lisa K. Simmons and Serena Simmons Connelly are co-trustees.
“independent directors” means the following directors: Keith R. Coogan, John E. Harper, Meredith W. Mendes, Cecil H. Moore, Jr., Thomas P. Stafford and R. Gerald Turner.
“ISA” means an intercorporate services agreement between Contran and a related company pursuant to which employees of Contran provide certain services, including executive officer services, to such related company on an
annual fixed fee basis.
“Kronos Worldwide,” “us,” “we” or “our” means Kronos Worldwide, Inc.
“named executive officer” means any person named in the 2018 Summary Compensation Table in this proxy statement.
“NL” means NL Industries, Inc., one of our publicly held parent corporations that is a diversified holding company (i) of which CompX is a subsidiary and (ii) that holds a significant investment in us through its
ownership interest in NLKW.
“NLKW” means NLKW Holding, LLC, a wholly-owned subsidiary of NL, which holds a significant investment in us.
“NYSE” means the New York Stock Exchange.
“PCAOB” means the Public Company Accounting Oversight Board, a private sector, non-profit corporation that oversees auditors of U.S. public companies.
“PwC” means PricewaterhouseCoopers LLP, our independent registered public accounting firm.
“record date” means the close of business on March 18, 2019, the date our board of directors set for the determination of stockholders entitled to notice of and to vote at the 2019 annual meeting of our stockholders.
“RPT Policy” means the Kronos Worldwide, Inc. Policy Regarding Related Party Transactions dated June 2, 2015.
“Say-on-Pay” means the second proposal in this proxy statement for a nonbinding advisory vote for the consideration of our stockholders to approve the compensation of our named executive officers as such proposal is described and as such compensation is disclosed in this proxy statement.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.
“stockholder of record” means a stockholder of our common stock who holds shares in its name in certificate form or electronically with
our transfer agent, Computershare.
“Tall Pines” means Tall Pines Insurance Company, an indirect wholly owned captive insurance subsidiary of Valhi.
“Valhi” means Valhi, Inc., one of our publicly held parent corporations that is a diversified holding company of which NL is also a subsidiary.
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Kronos Worldwide, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240‑2697
PROXY STATEMENT
We are providing this proxy statement in connection with the solicitation of proxies by
and on behalf of our board of directors for use at our 2019 annual meeting of stockholders to be held on Wednesday, May 15, 2019, and at any adjournment or postponement of the meeting. We are furnishing our proxy materials to holders of our common
stock as of the close of business on March 18, 2019. We will begin distributing a notice of internet availability of our proxy materials to the holders of our common stock on or about March 26, 2019. Our proxy materials include:
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the accompanying notice of the 2019 annual meeting of stockholders;
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this proxy statement;
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our 2018 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018; and
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a proxy card or voting instruction form.
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We are not incorporating the 2018 annual report into this proxy statement and you should not consider the
annual report as proxy solicitation material. The accompanying notice of annual meeting of stockholders sets forth the time, place and purposes of the meeting. Our principal executive offices are located at Three Lincoln Centre, 5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240‑2697.
Please refer to the Glossary of Terms on page ii for the definitions of certain terms
used in this proxy statement.
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What is the purpose of the annual meeting?
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At the annual meeting, stockholders will vote on the following, as described in this proxy statement:
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Proposal 1 – the election of the seven director nominees named in this proxy statement; and
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Proposal 2 – the adoption of a nonbinding advisory resolution that approves the named executive officer compensation
described in this proxy statement (Say-on-Pay).
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In addition, stockholders will vote on any other matter that may properly come before the meeting.
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How does the board recommend that I vote?
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The board of directors recommends that you vote FOR:
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the election of each of the nominees for director named in this proxy statement; and
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the approval and adoption of proposal 2 (Say-on-Pay).
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Who is allowed to vote at the annual meeting?
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The board of directors has set the close of business on March 18, 2019 as the record date for the determination of stockholders entitled to notice of and to
vote at the meeting. Only holders of our common stock as of the close of business on the record date are entitled to vote at the meeting. On the record date, 115,907,698 shares of our common stock were issued and outstanding. Each
share of our common stock entitles its holder to one vote.
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Why did I receive a notice regarding the internet availability
of proxy materials instead of paper copies of the proxy materials?
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Pursuant to the SEC notice and access rules we furnish proxy materials
over the internet to both our stockholders of record and our stockholders who hold our common stock through a brokerage firm or other nominee. We
believe that taking advantage of these rules expedites our stockholders’ receipt of proxy materials, while also lowering the costs associated with conducting our annual meeting. You can find instructions on how to access and review the
proxy materials, and how to vote over the internet, on the notice of internet availability of proxy materials that you received. The notice also contains
instructions on how you can receive a paper copy of this proxy statement, our 2018 Annual Report to Stockholders and a voting instruction form or proxy card.
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How do I vote if I am a stockholder of record?
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If you hold shares of our common stock in your name in certificate form or electronically with our transfer agent, Computershare, and not through a brokerage
firm or other nominee, you are a stockholder of record. As a stockholder of record, you may:
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vote over the internet at www.aalvote.com/KRO;
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vote by telephone using the voting procedures set forth on your proxy card;
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instruct the agents named on your proxy card how to vote your shares by completing, signing and mailing the proxy
card in the envelope provided; or
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vote in person at the annual meeting.
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What are the consequences if I am a stockholder of record and I execute my proxy card but do not indicate how I would like my shares voted
for one or more of the director nominees named in this proxy statement or proposal 2 (Say-on-Pay)?
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If you are a stockholder of record the agents named on your proxy card will vote your shares on such uninstructed nominee or proposal as recommended by the
board of directors in this proxy statement.
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How do I vote if my shares are held through a brokerage firm or other nominee?
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If you hold your shares through a brokerage firm or other nominee, you must follow
the instructions on your notice of internet availability of proxy materials or on your voting instruction form, on how to vote your shares. In order to ensure your brokerage firm or other nominee votes your shares in the manner you would like, you must provide voting instructions to your brokerage firm or other nominee by the deadline provided
on your notice of internet availability of proxy materials or voting instruction form.
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Brokerage firms or other nominees may not vote your shares on the election of a director nominee or proposal 2 (Say-on-Pay) in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your brokerage firm or other nominee regarding the voting
of your shares. If you do not instruct your brokerage firm or other nominee how to vote with respect to the election of a director nominee or proposal 2 (Say-on-Pay), your
brokerage firm or other nominee may not vote with respect to the election of such director nominee or on proposal 2 (Say-on-Pay) and your vote will be counted as a “broker/nominee non-vote.” “Broker/nominee non-votes” are non-votes by a brokerage firm or other nominee for shares held in a client’s account for which the brokerage firm or other nominee does not have discretionary authority to vote on a
particular matter and has not received instructions from the client. How we treat broker/nominee non-votes is separately described in each of the answers below regarding what constitutes a quorum and the requisite votes necessary to elect a
director nominee or approve proposal 2 (Say-on-Pay).
- 2 -
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If I hold my shares through a brokerage firm or other nominee, how may I vote in person at the annual meeting?
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If you wish to vote in person at the annual meeting, you will need to follow the
instructions on your notice of internet availability of proxy materials or voting instruction form on how to obtain the appropriate documents to vote in person at the meeting.
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Who will count the votes?
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The board of directors has appointed Alliance Advisors to ascertain the number of shares represented, tabulate the vote and serve as inspector of election for
the meeting.
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Is my vote confidential?
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Yes. All proxy cards, ballots or voting instructions will be kept confidential in accordance with our bylaws.
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How do I change or revoke my proxy instructions if I am a stockholder of record?
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If you are a stockholder of record, you may change or revoke your proxy instructions in any of the following ways:
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delivering to Alliance Advisors a written revocation;
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submitting another proxy card bearing a later date;
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changing your vote on www.aalvote.com/KRO;
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using the telephone voting procedures set forth on your proxy card; or
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voting in person at the annual meeting.
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How do I change or revoke my voting instructions if my shares are held through a brokerage firm or other nominee?
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If your shares are held through a brokerage firm or other nominee, you must follow the instructions from your brokerage firm or other nominee on how to change
or revoke your voting instructions or how to vote in person at the annual meeting.
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What constitutes a quorum?
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A quorum is the presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting.
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Shares that are voted
“abstain” or “withheld” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the annual meeting.
As already discussed in the
previous answer regarding how to vote shares held through a brokerage firm or other nominee, there are no proposals for the 2019 annual meeting that would allow a
brokerage firm or nominee to vote uninstructed shares. If a brokerage firm or other nominee receives no instruction for the election of any director nominee and receives no instruction for proposal 2 (Say-on-Pay), such uninstructed shares will be counted as not entitled to vote and are, therefore, not considered for purposes of determining whether a quorum is present at the annual meeting. If a
brokerage firm or other nominee receives instructions on the election of at least one director nominee or on proposal 2 (Say-on-Pay), such instructed shares will
be counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the annual meeting.
Together, Valhi and NLKW held approximately 80.4% of the outstanding shares of our common stock as of the
record date. Valhi and NLKW have each indicated its intention to have its shares of our common stock represented at the meeting. If Valhi alone attends the meeting in person or by proxy, the meeting will have a quorum present.
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| Q: |
Assuming a quorum is present, what vote is required to elect a director nominee?
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A plurality of affirmative votes of the holders of our outstanding shares of common stock represented and entitled to vote at the meeting is necessary to elect
each director nominee. You may indicate on your proxy card or in your voting instructions that you desire to withhold authority to vote for any of the director nominees. Since director nominees need only receive a plurality of
affirmative votes from the holders represented and entitled to vote at the meeting to be elected, a vote withheld or a broker/nominee non-vote regarding a particular nominee will not affect the election of such director nominee.
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Valhi and NLKW have each indicated its intention to have its shares of our common stock represented at the
meeting and to vote such shares FOR the election of each of the director nominees named in this proxy statement. If Valhi alone attends the meeting in person or by proxy and votes as indicated, the stockholders will elect all of the nominees named
in this proxy statement to the board of directors.
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Assuming a quorum is present, what vote is required to adopt and approve proposal 2 (Say-on-Pay)?
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The stockholder resolution contained in this proposal provides that the nonbinding
affirmative vote of the holders of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter will be the requisite vote to adopt the resolution and approve the compensation of our named executive officers as such compensation is disclosed in this proxy statement. Abstentions will be counted as
represented and entitled to vote and will therefore have the effect of a negative vote. Broker/nominee non-votes will not be counted as entitled to vote and will have no effect on this proposal.
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Valhi and NLKW have each indicated its intention to have its shares of our common stock represented at the
meeting and to vote such shares FOR this nonbinding advisory proposal. If Valhi alone attends the meeting in person or by proxy and votes as indicated, the stockholders will, by a nonbinding advisory vote, approve this proposal.
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Assuming a quorum is present, what vote is required to approve any other matter to come before the meeting?
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Except as applicable laws may otherwise provide, the approval of any other matter that may properly come before the meeting will require the affirmative votes
of the holders of the majority of the outstanding shares represented and entitled to vote at the meeting. Abstentions will be counted as represented and
entitled to vote and will therefore have the effect of a negative vote.
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If I am a stockholder of record, how will the agents named on my proxy card vote on any other matter to come before the meeting?
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If you are a stockholder of record and to the extent allowed by applicable law, the agents named on your proxy card will vote in their discretion on any other
matter that may properly come before the meeting.
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Who will pay for the cost of soliciting the proxies?
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We will pay all expenses related to the solicitation, including charges for preparing, printing, assembling and distributing all materials delivered to
stockholders. In addition to the solicitation by mail, our directors, officers and regular employees may solicit proxies by telephone or in person for which such persons will receive no additional compensation. Upon request, we will
reimburse brokerage firms or other nominees for their reasonable out-of-pocket expenses incurred in distributing proxy materials and voting instruction forms to the beneficial owners of our common stock that hold such stock in accounts
with such entities.
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Valhi and NLKW are the direct holders of 50.0% and 30.4%, respectively, of the outstanding shares of our
common stock as of the record date. Together, Valhi and NLKW own approximately 80.4% of the outstanding shares of our common stock. Valhi is the direct holder of approximately 82.9% of the outstanding shares of NL common stock as of the record
date. Each of Valhi and NLKW has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR the election of each of the director nominees named in this proxy statement and FOR proposal 2
(Say-on-Pay). If Valhi alone attends the meeting in person or by proxy and votes as indicated, the meeting will have a quorum present and the stockholders will elect all of the nominees named in this proxy statement to the board of directors and
approve proposal 2 (Say-on-Pay).
Ownership of Kronos Worldwide. The following table and footnotes set forth as of the record date the beneficial ownership, as defined by regulations of the SEC, of our common stock held by each individual, entity or group known to
us to own beneficially more than 5% of the outstanding shares of our common stock, each director, each named executive officer and all of our current directors and executive officers as a group. See footnote 3 below for information concerning the
relationships of certain individuals and entities that may be deemed to own indirectly and beneficially more than 5% of the outstanding shares of our common stock. All information is taken from or based upon ownership filings made by such
individuals or entities with the SEC or upon information provided by such individuals or entities.
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Kronos Worldwide Common Stock (1)
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Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent of
Class (2)
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5% Stockholder:
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Harold C. Simmons Family Trust No. 2; Lisa K. Simmons and Serena Simmons Connelly as
co-trustees
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93,346,984
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(3)(4)
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80.5%
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Serena Simmons Connelly
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526
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(3)
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*
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Directors and Named Executive Officers:
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Keith R. Coogan
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16,800
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(5)
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*
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Loretta J. Feehan
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6,300
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(5)
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*
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Robert D. Graham.
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11,000
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(5)
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*
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John E. Harper.
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3,300
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(5)
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*
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Meredith W. Mendes.
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800
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(5)
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*
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Cecil H. Moore, Jr.
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16,824
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(5)
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*
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Thomas P. Stafford
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23,108
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(5)
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*
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R. Gerald Turner
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19,095
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(5)
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*
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James Buch
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1,000
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(5)
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*
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Brian W. Christian
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-0-
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(5)
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-0-
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Kelly D. Luttmer
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-0-
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(5)
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-0-
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Gregory M. Swalwell
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-0-
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(5)
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-0-
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Current directors and executive officers as a group (23 persons)
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105,703
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(5)
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*
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* Less than 1%.
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(1)
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Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the
Securities Exchange Act, and is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted, the listed entities, individuals or group have sole investment power and sole voting power as to all
shares set forth opposite their names. The business address for each listed person or entity is Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
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(2)
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The percentages set forth above and in the following footnotes are based on 115,907,698 shares of our common stock
outstanding as of the record date.
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(3)
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The following is a description of certain related entities or persons that may be deemed to beneficially own
outstanding shares of our common stock.
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All of Contran’s outstanding voting stock is held by the Family Trust or is held directly by Lisa K.
Simmons and Serena Simmons Connelly or entities related to them. As co-trustees of the Family Trust, each of Ms. Simmons and Ms. Connelly has the shared power to vote and direct the disposition of the shares of Contran stock held by the Family
Trust, and Ms. Simmons and Ms. Connelly each has the power to vote and direct the disposition of the shares held directly by them and the entities related to them. Ms. Simmons and Ms. Connelly are sisters and also serve as the co-chairs of the board
of directors of Contran.
Contran is the sole owner of 100% of the outstanding shares of Valhi non-voting preferred stock. Contran
is also the holder of the sole membership interest of Dixie Rice and may be deemed to control Dixie Rice.
Ms. Simmons and Ms. Connelly directly hold, or are related to the following person or entities that
directly hold, the following percentages of the outstanding shares of NL common stock:
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Valhi
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82.9%
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Kronos Worldwide
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Less than 1%
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Serena Simmons Connelly
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Less than 1%
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Ms. Simmons and Ms. Connelly directly hold, or are related to the following person or entity that directly
hold, the following percentages of the outstanding shares of Valhi common stock (a):
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Dixie Rice
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91.5%
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Serena Simmons Connelly
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Less than 1%
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(a)
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We and NL (including a wholly owned subsidiary of NL) own 1,724,916 shares and 14,372,970 shares,
respectively, of Valhi common stock. Since we and NL are majority owned subsidiaries of Valhi, and pursuant to Delaware law, Valhi treats the shares of Valhi common stock that we and NL own as treasury stock for voting purposes. Pursuant
to Section 13(d)(4) of the Securities Exchange Act, such shares are not deemed outstanding for the purposes of calculating the percentage ownership of the outstanding shares of Valhi common stock as of the record date in this proxy
statement.
|
By virtue of the stock ownership in each of Dixie Rice and Contran, the role of Ms. Simmons and Ms.
Connelly as co-trustees of the Family Trust, Ms. Simmons and Ms. Connelly being beneficiaries of the Family Trust, the direct holdings of Contran voting stock by each of Ms. Simmons and Ms. Connelly and entities related to them, and the positions as
co-chairs of the Contran board by each of Ms. Simmons and Ms. Connelly, in each case as described above:
|
·
|
Ms. Simmons and Ms. Connelly may be deemed to control the Family Trust;
|
|
·
|
Ms. Simmons and Ms. Connelly may be deemed to control each of Contran, Dixie Rice, Valhi, NL, CompX and us; and
|
|
·
|
Ms. Simmons, Ms. Connelly, Contran, Dixie Rice, Valhi, NL and we may be deemed to possess indirect beneficial
ownership of shares of common stock directly held by such entities, including any shares of our common stock.
|
Each of Ms. Simmons and Ms. Connelly disclaims beneficial ownership of all shares of our common stock,
except to the extent of her pecuniary interest in such shares, if any.
|
(4)
|
The shares attributable to the Family Trust and co-trustees consist of shares held directly by the following
entities.
|
|
Kronos Worldwide Common Stock
|
||||||||
|
Direct Holder
|
Shares
|
Percent of
Class |
||||||
|
Valhi.
|
57,990,042
|
50.0
|
%
|
|||||
|
NLKW.
|
35,219,270
|
30.4
|
%
|
|||||
|
Contran
|
137,672
|
*
|
||||||
|
Total
|
93,346,984
|
80.5
|
%
|
|||||
* Less than 1%
|
(5)
|
Each of our directors
or executive officers disclaims beneficial ownership of any shares of our common stock, except to the extent he or she has a pecuniary interest in such shares, if any.
|
We understand that Contran and related entities or persons may consider acquiring or disposing of shares of our common stock through open market or privately negotiated transactions, depending upon future developments, including, but not limited
to, the availability and alternative uses of funds, the performance of our common stock in the market, an assessment of our business and prospects, financial and stock market conditions and other factors deemed relevant by such entities. We may
similarly consider acquisitions of shares of our common stock and acquisitions or dispositions of securities issued by related entities.
- 6 -
Ownership of Related Companies. Some of our directors and executive officers own equity securities of certain companies related to us.
Ownership of NL and Valhi. The following table and footnotes set forth the beneficial ownership, as of the record date, of the shares of NL and Valhi common stock held by each of our current directors, each of the named executive
officers and all of our current directors and executive officers as a group. All information is taken from or based upon ownership filings made by such individuals or entities with the SEC or upon information provided by such individuals or
entities.
|
NL Common Stock
|
Valhi Common Stock
|
|||||
|
Name of Beneficial Owner
|
Amount and Nature
of Beneficial
Ownership (1)
|
Percent of
Class
(1)(2)
|
Amount and Nature
of Beneficial
Ownership (1)
|
Percent of
Class
(1)(3)
|
||
|
Keith R. Coogan
|
5,600
|
(4)
|
*
|
-0-
|
(4)
|
-0-
|
|
Loretta J. Feehan
|
8,600
|
(4)
|
*
|
9,900
|
(4)
|
*
|
|
Robert D. Graham.
|
6,500
|
(4)
|
*
|
4,000
|
(4)
|
*
|
|
John E. Harper.
|
5,600
|
(4)
|
*
|
-0-
|
(4)
|
-0-
|
|
Meredith W. Mendes.
|
2,100
|
(4)
|
*
|
-0-
|
(4)
|
-0-
|
|
Cecil H. Moore, Jr.
|
17,100
|
(4)
|
*
|
-0-
|
(4)
|
-0-
|
|
Thomas P. Stafford
|
1,100
|
(4)
|
*
|
-0-
|
(4)
|
-0-
|
|
R. Gerald Turner
|
1,239
|
(4)
|
*
|
6,569
|
(4)
|
*
|
|
James Buch
|
-0-
|
(4)
|
-0-
|
-0-
|
(4)
|
-0-
|
|
Brian W. Christian
|
-0-
|
(4)
|
-0-
|
-0-
|
(4)
|
-0-
|
|
Kelly D. Luttmer
|
-0-
|
(4)
|
-0-
|
-0-
|
(4)
|
-0-
|
|
Gregory M. Swalwell
|
-0-
|
(4)
|
-0-
|
3,498
|
(4)
|
*
|
|
Current directors and executive officers as a group (23 persons)
|
47,839
|
(4)
|
*
|
23,967
|
(4)
|
*
|
* Less than 1%.
|
(1)
|
Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the
Securities Exchange Act, and is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted, the listed individuals or group have sole investment power and sole voting power as to all shares set
forth opposite their names.
|
|
(2)
|
The percentages are based on 48,727,484 shares of NL common stock outstanding as of the record date.
|
|
(3)
|
The percentages are based on 339,185,449 shares of Valhi common stock outstanding as of the record date. We and NL
(including a wholly owned subsidiary of NL) own 1,724,916 shares and 14,372,970 shares, respectively, of Valhi common stock. Since we and NL are majority owned subsidiaries of Valhi and pursuant to Delaware law, Valhi treats the shares of
Valhi common stock that we and NL own as treasury stock for voting purposes. Pursuant to Section 13(d)(4) of the Securities Exchange Act, such shares are not deemed outstanding for the purposes of calculating the percentage ownership of
the outstanding shares of Valhi common stock as of the record date in this proxy statement.
|
|
(4)
|
Each of our directors or executive
officers disclaims beneficial ownership of any shares of NL or Valhi common stock, except to the extent he or she has a pecuniary interest in such shares, if any.
|
- 7 -
PROPOSAL 1
Our bylaws provide that the board of directors shall consist of one or more members as determined by our
board of directors or stockholders. The board of directors has currently set the number of directors at eight. The board of directors recommends the seven director nominees named in this proxy statement for election at our 2019 annual stockholder
meeting. If all the nominees are elected, the number of directors will be set at seven effective at the adjournment of the meeting. The directors elected at the meeting will hold office until our 2020 annual stockholder meeting and until their
successors are duly elected and qualified or their earlier removal or resignation.
All of the nominees are currently members of our board of directors whose terms will expire at the 2019
annual meeting. Keith R. Coogan, currently a member of our board of directors, is not standing for reelection as a director. All of the nominees have agreed to serve if elected. If any nominee is not available for election at the meeting, your
shares will be voted FOR an alternate nominee to be selected by the board of directors, unless you withhold authority to vote for such unavailable nominee. The board of directors believes that all of its nominees will be available for election at
the meeting and will serve if elected.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING NOMINEES FOR DIRECTOR.
Nominees for Director. All of our nominees have extensive senior management and policy-making experience or significant accounting experience. Each of the nominees is knowledgeable about our business. Each of our independent
directors is financially literate. The board of directors considered each nominee’s specific business experiences described in the biographical information provided below in determining whether to nominate him or her for election as a director.
Loretta J.
Feehan, age 63, has served as chair of the board (non-executive) of us, CompX, NL and Valhi since 2017 and as a director of each such company since 2014. She is a certified public accountant who consults on financial and tax matters. She
served as a tax partner with Deloitte and Touche LLP in the Denver office until 1992 primarily serving corporate clients. Ms. Feehan also taught continuing education courses to tax practitioners around the country for many years. Ms. Feehan has been
a financial advisor to Serena Simmons Connelly and Lisa K. Simmons since prior to 2014.
Ms. Feehan has five years of experience as a director of us, CompX, NL and Valhi. She has over 41 years
of financial and tax accounting and auditing experience, certain years of which were as a partner of one the largest international accounting firms.
Robert D.
Graham age 63, has served as our vice chairman of the board since May 2017, as our president and chief executive officer since January 2017, and on our board of directors since 2016. He served as our chairman of the board from January 2017
to May 2017, our executive vice president from 2009 to January 2017, our chief administrative officer from 2012 to 2013, our general counsel from 2003 to 2012 and as our vice president from 2003 to 2009. He currently serves as vice chairman of the
board and chief executive officer of NL, as vice chairman of the board, president and chief executive officer of Valhi, as vice chairman of the board of CompX and as president and chief executive officer of Contran. He has served as a director of
Contran, Valhi and CompX since 2016, and as a director of NL since 2014. Mr. Graham has served with various companies related to us and Contran since 2002.
Mr. Graham has extensive experience with our business. He also has senior executive, operating, corporate
governance, finance and financial accounting oversight experience with us and from other publicly and privately held entities related to us for which he currently serves or formerly served.
John E. Harper, age 57,
has served on our board of directors since 2016. Mr. Harper is currently a private investor. He previously served as vice president and chief financial officer of Dell Services, a business unit of the global information technology company Dell,
Inc., from 2009 to 2014. Prior to the 2009 acquisition of Perot Systems Corporation, a worldwide provider of information technology services and business solutions, by Dell, he worked for 16 years with Perot Systems, most recently as their chief
financial officer. Before joining Perot Systems, he worked for nine years in the audit practice of Ernst & Young LLP, serving a number of industries including technology, manufacturing, education and oil and gas. From 2015 to 2016, Mr. Harper
served as a director and chairman of the audit committee and member of the compensation committee of Rackspace Hosting, Inc., a world leader in the managed cloud segment of the business information technology market. Mr. Harper is a licensed
certified public accountant. Since 2016, he has served as a director and on the audit committee of NL. He is a member of our audit committee.
- 8 -
Mr. Harper has three years of experience on the boards of directors and audit committees of Kronos
Worldwide and NL. He also has senior executive, operating, corporate governance, finance, financial accounting and auditing experience from one of the largest independent international public accounting firms and from other publicly held entities
for which he currently serves or formerly served.
Meredith W. Mendes, age
60, has served on our board of directors since March 2018. Since 2005, Ms. Mendes has served as executive director and chief operating officer of Jenner & Block LLP, a law firm with more than 500 attorneys with offices across the United States
and in London, where she is responsible for firm-wide operations relating to finance, facilities and real estate, technology, human resources and other support functions. From 1999 to 2005, Ms. Mendes served as executive vice president and worldwide
chief financial officer of Daniel J. Edelman, Inc., a global communications marketing firm. Since 2016, Ms. Mendes has served as a director and on the audit and nominating and corporate governance committees of Inland Residential Properties Trust,
Inc., a real estate investment trust sponsored by Inland Real Estate Investment Corporation, which acquires and manages a portfolio of multi-family properties located primarily in the top 100 U.S. metropolitan statistical areas. From 2014 to 2016,
Ms. Mendes served as a director and on the audit and nominating and corporate governance committees of IRC Retail Centers LLC (f/k/a Inland Real Estate Corporation), a national commercial real estate and finance company (she also served on their
compensation committee from 2015 to 2016). From 1999 to 2016, Ms. Mendes served as director and on the financial review (formerly audit) and compensation committees of C-Line Products, Inc., a developer and manufacturer of plastic storage,
identification and organization items for the office products industry. Ms. Mendes has a law degree from Harvard Law School, a Masters of Business Administration degree with a finance concentration from the University of Chicago Booth (formerly
Graduate) School of Business and an AB from Brown University. Ms. Mendes is a licensed certified public accountant. Since March 2018, Ms. Mendes has served as a director and on the audit committee of NL. She is a member of our audit committee.
Ms. Mendes has one year of experience on the boards of directors and audit committees of Kronos Worldwide
and NL. She also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from other publicly and privately held entities for which she currently serves or formerly served.
Cecil H.
Moore, Jr., age 79, has served on our board of directors since 2003. Mr. Moore is currently a private investor and retired from KPMG LLP in 2000 after 37 years in which he served in various capacities with the public accounting firm. Among
other positions, he served as managing partner of the firm’s Dallas, Texas office from 1990 to 1999. Prior to 1990, Mr. Moore was partner-in-charge of the audit and accounting practice of the firm’s Dallas, Texas office for 12 years. From 2014 to
2016, Mr. Moore served as a director and chairman of the audit committee of Sizmek Inc., a former publicly held on-line advertising business that was spun-off in 2014 by Digital Generation, Inc. From prior to 2014 until 2014, he served as a director
and chairman of the audit committee of Digital Generation, Inc., a former publicly held provider of digital technology services to media outlets. From 2003 until 2009, Mr. Moore served as a director and chairman of the audit committee of Perot
Systems. Mr. Moore is a licensed certified public accountant. Since prior to 2014, he has served as a director and on the audit committee of NL. Since 2016, he has served as a director and as the chairman of the audit committee of CompX. He is
the chairman of our audit committee.
Mr. Moore has over 15 years of experience on the boards of directors and audit committees of Kronos
Worldwide and NL. He also has senior executive, operating, corporate governance, finance, financial accounting and auditing experience from one of the largest independent international public accounting firms and from other publicly held entities
for which he currently serves or formerly served.
- 9 -
General
Thomas P. Stafford (retired), age 88, has served on our board of directors since 2013. Gen. Stafford was selected as an astronaut in
1962, piloted Gemini VI in 1965 and commanded Gemini IX in 1966. In 1969, Gen. Stafford was named Chief of the Astronaut Office and was the Apollo X commander for the first lunar module flight to the moon. He commanded the Apollo-Soyuz joint
mission with the Soviet cosmonauts in 1975. He served as a Lieutenant General as the U.S. Air Force Deputy Chief of Staff for Research and Development and Acquisition and retired in 1979. After his retirement, he became chairman of Gibraltar
Exploration Limited, an oil and gas exploration and production company, and served in that position from 1979 to 1984, when he joined General Technical Services, Inc., a consulting firm. In 1982 Gen. Stafford founded Stafford, Burke and Hecker,
Inc., a Washington-based consulting firm and served the firm until 2005. Gen. Stafford has more recently served as an advisor to a number of government agencies including the National Aeronautics and Space Administration (NASA) and the Air Force
Material Command. He is currently chairman of the NASA Advisory Council Task Force on the International Space Station Program, and also served as co-chairman of the Stafford-Covey NASA Space Shuttle Return to Flight Task Group. Gen. Stafford has
received many honors and decorations including the Congressional Space Medal of Honor. He was elected to the National Academy of Engineering in 2014. He has served as a director of NL since prior to 2014 and is the chairman of each of NL’s audit
committee and management development and compensation committee. He is a member of our management development and compensation committee and our audit committee.
Gen. Stafford has six years of experience on our board of directors, audit committee and management
development and compensation committee. He also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from various government entities and from other publicly and privately held entities for
which he currently serves or formerly served.
Dr. R.
Gerald Turner, age 73, has served on our board of directors since 2003. He has served since 1995 as president of Southern Methodist University in Dallas, Texas. He held previous executive and administrative positions at the University of
Mississippi, the University of Oklahoma and Pepperdine University. He has served on the board of directors and compensation committee of J.C. Penney Company, Inc. since 1995 and since 2001 as a trustee of the American Beacon Funds and American
Beacon Select Funds, each a registered management investment company. Dr. Turner is a member of our audit committee and chairman of our management development and compensation committee.
Dr. Turner has over 15 years of experience on our board of directors, audit committee and management
development and compensation committee. He also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from a large, non-profit, private educational institution for which he currently serves and
from other publicly held entities for which he currently serves or formerly served.
- 10 -
Current Executive Officers. Set forth below is certain information relating to our executive officers. Each executive officer serves at the pleasure of the board of directors. Biographical information with respect to Robert D.
Graham is set forth under the Nominees for Director subsection above.
|
Name
|
Age
|
Position(s)
|
|
Robert D. Graham
|
63
|
Vice Chairman of the Board, President and Chief Executive Officer
|
|
James Buch
|
58
|
Chief Operating Officer
|
|
Benjamin R. Corona
|
58
|
President, Global Sales Management
|
|
Brian W. Christian
|
40
|
Executive Vice President
|
|
Kelly D. Luttmer.
|
55
|
Executive Vice President and Chief Tax Officer
|
|
Andrew B. Nace.
|
54
|
Executive Vice President
|
|
Gregory M. Swalwell
|
62
|
Executive Vice President and Chief Financial Officer
|
|
Tim C. Hafer
|
57
|
Senior Vice President and Controller
|
|
Clarence B. Brown, III
|
50
|
Vice President, General Counsel and Secretary
|
|
Steven S. Eaton
|
60
|
Vice President and Director of Internal Control over Financial Reporting
|
|
Bryan A. Hanley
|
38
|
Vice President and Treasurer
|
|
Janet G. Keckeisen.
|
63
|
Vice President, Corporate Strategy and Investor Relations
|
|
Patricia A. Kropp.
|
59
|
Vice President, Director of Global Human Resources
|
|
Courtney J. Riley.
|
53
|
Vice President, Environmental Affairs
|
|
Michael S. Simmons.
|
47
|
Vice President, Finance
|
|
John A. Sunny.
|
56
|
Vice President and Chief Information Officer
|
James Buch has served as our chief operating officer since 2015. He served as our chief operating officer, global commercial, from 2014 to 2015. Previously,
he served Titanium Metals Corporation as its vice president from 2006 to 2011 and as its executive vice president, commercial from 2011 to 2013.
Benjamin R. Corona has served as our president, global sales management since 2012. In 2012, he served as our president, North American and export sales and marketing. He also served as our president, North American sales and
marketing from 2008 to 2012 and from 2005 to 2008 as our vice president, marketing. He has served in various marketing positions with us since 2004.
Brian W.
Christian has served as our executive vice president since 2016. He served as our vice president, strategic business development from 2011 to 2016, and as our manager of strategic and financial planning from 2009 to 2011. He currently
serves as senior vice president of Contran. Mr. Christian has served in strategic and financial planning positions (including officer positions) with companies related to us and Contran since 2006.
Kelly D.
Luttmer has served as our chief tax officer since 2016 and as our executive vice president since 2014. She previously served as our global tax director from 2011 to 2016. She served as our vice president from 2004 to 2014 and our tax
director from 2003 to 2011. She currently serves as executive vice president and chief tax officer of NL, CompX, Valhi and Contran. Ms. Luttmer has served in tax accounting positions (including officer positions) with various companies related to
us and Contran since 1989.
Andrew B.
Nace has served as our executive vice president since 2017. He previously served as our vice president from 2013 to 2017 and as our vice president and general counsel in 2013. He currently serves as executive vice president of NL and
CompX, and as executive vice president, general counsel and secretary of Contran and Valhi. Mr. Nace has served as legal counsel to companies related to us and Contran since 2003.
Gregory M.
Swalwell has served as our executive vice president and chief financial officer since 2009. He previously served as our vice president, finance and chief financial officer from 2004 to 2009. He currently serves as executive vice president
and chief financial officer of NL, executive vice president, chief financial officer and chief accounting officer of Contran and Valhi and executive vice president of CompX. Mr. Swalwell has served in accounting and financial positions (including
officer positions) with various companies related to us and Contran since 1988. As discussed below in the Upcoming Executive Officer Changes section, Mr. Swalwell has provided notice to us, CompX, NL and Valhi that he will retire as an officer of us
and those companies effective June 1, 2019.
- 11 -
Tim C.
Hafer has served as our senior vice president since March 2019 and as our controller since 2006. He served as our vice president from 2006 to March 2019. Mr. Hafer has served in financial accounting positions with various companies related
to us and Contran since 1999.
Clarence
B. Brown III has served as our vice president, general counsel and secretary since 2017. He served as our vice president and general counsel from 2015 to 2017, and as our vice president from 2013 to 2015. He currently serves as vice
president and secretary of NL. Mr. Brown has served in legal and corporate secretarial positions (including officer positions) with various companies related to us and Contran since 2007.
Steven S.
Eaton has served as our vice president and director of internal control over financial reporting since 2015. He currently serves as vice president and director of internal control over financial reporting for CompX, NL and Valhi. Mr. Eaton
has served in internal audit positions (including officer positions) with various companies related to us and Contran since 2006.
Bryan A.
Hanley has served as our vice president and treasurer since 2017. He currently serves as vice president and treasurer of Contran, NL, Valhi and CompX. From 2013 to 2017, Mr. Hanley served as assistant treasurer and director, investor
relations, of Pier 1 Imports, Inc., a publicly held retailer specializing in home furnishings and décor, and also served as its assistant treasurer from 2010 to 2013.
Janet G.
Keckeisen has served as our vice president, corporate strategy and investor relations since 2013. She served as our vice president, investor relations from 2011 to 2013. She currently serves as vice president, corporate strategy and
investor relations of Valhi. Ms. Keckeisen has served in accounting and financial positions with various companies related to us and Contran since 2007.
Patricia
A. Kropp has served as our vice president, director of global human resources since 2015. Previously, she also served as our director of global human resources in 2015. She currently serves as vice president, human resources of Contran.
She served as compensation and benefits director for Heartland Automotive Services, Inc. (d.b.a. Jiffy Lube) from 2014 to 2015. Previously she was director, global compensation and benefits of Titanium Metals Corporation from 2008 to 2013.
Courtney
J. Riley has served as our vice president, environmental affairs since 2013. She currently serves as president of NL, as executive vice president, environmental affairs of Valhi and as senior vice president, environmental affairs of
Contran. Ms. Riley has served in legal and environmental affairs positions (including officer positions) with various companies related to us and Contran since 2009.
Michael S.
Simmons has served as our vice president, finance since March 2019 and as director of special projects of Contran since April 2018. From 1994 to 2018, Mr. Simmons was employed by PwC, most recently as a managing director.
John A.
Sunny has served as our vice president and chief information officer since 2015. He served as our vice president, information technology from 2013 to 2015. He currently serves as vice president - information technology of Valhi and
Contran. Mr. Sunny has served in information technology positions (including officer positions) with various companies related to us and Contran since 2003.
Upcoming
Executive Officer Changes. On March 18, 2019, Gregory M. Swalwell, our executive vice president and chief financial officer, provided notice to us that, effective as of June 1, 2019, he will retire as one of our officers. In connection
with his retirement from us, Mr. Swalwell has also provided notice to Valhi, NL and CompX that he will also retire as an officer of those companies as of such date. Following such retirements, Mr. Swalwell will continue to be employed by Contran and
will continue to serve as executive vice president, chief financial officer and chief accounting officer of Contran.
Following Mr. Swalwell’s retirement notice to us, our board of directors took action to elect James W. Brown, currently CompX’s
vice president, chief financial officer and controller and Valhi’s vice president, business planning and strategic initiatives, as our senior vice president and chief financial officer, effective as of June 1, 2019.
- 12 -
James W. Brown, age 62, has served as Valhi’s vice president, business planning and strategic initiatives since 2013 and as
CompX’s vice president, chief financial officer and controller since 2014. Beginning June 1, 2019, he will also serve as senior vice president and chief financial officer of Valhi, and he will no longer serve as an officer of CompX. Mr. Brown has
served in accounting and financial positions (including officer positions) with various companies related to us and Contran since 2003, including serving as vice president and chief financial officer of Titanium Metals Corporation, a former publicly
held affiliate of ours, from 2007 to 2012, and serving as our vice president and controller from 2003 to 2006.
Michael S. Simmons will also become vice president and chief accounting officer of Valhi effective as of June 1, 2019.
Controlled Company Status, Director Independence and Committees. Because of Valhi’s direct and indirect ownership of approximately 80.4% of the outstanding shares of our common stock, we are considered a controlled company under
the listing standards of the NYSE. Pursuant to the listing standards, a controlled company may choose not to have a majority of independent directors, independent compensation, nominations or corporate governance committees or charters for these
committees. While we currently have a majority of independent directors, we have chosen not to have an independent nominations or corporate governance committee or charters for these committees. Our board of directors believes that the full board
of directors best represents the interests of all of our stockholders and that it is appropriate for all matters that would otherwise be considered by a nominations, corporate governance or risk oversight committee to be considered and acted upon by
the full board of directors. Applying the NYSE director independence standards without any additional categorical standards, our board of directors has determined that Keith R. Coogan, John E. Harper, Meredith W. Mendes, Cecil H. Moore, Jr., Thomas
P. Stafford and R. Gerald Turner are independent and have no material relationship with us other than serving as our directors. While the members of our management development and compensation committee currently satisfy the independence
requirements of the NYSE, we have chosen not to satisfy all of the NYSE corporate governance standards for a compensation committee, including not having a charter for our management development and compensation committee.
2018 Meetings and Standing Committees of the Board of Directors. The board of directors held five meetings in 2018. Each of our directors then in office attended at least 75% of such meetings and the 2018 meetings of the
committees on which he or she served at the time. It is expected that each director nominee will attend our 2019 annual meeting of stockholders, which is held immediately before the annual meeting of the board of directors. All of our directors who
were elected at our 2018 annual stockholder meeting attended such meeting.
The board of directors has established and delegated authority to two standing committees, which are
described below. The board of directors is expected to elect the members of the standing committees at the board of directors annual meeting immediately following the annual stockholder meeting. The board of directors from time to time may
establish other committees to assist it in the discharge of its responsibilities.
Audit Committee. Our audit committee assists with the board of directors’ oversight responsibilities relating to our financial accounting and reporting processes and auditing processes. The purpose, authority, resources and
responsibilities of our audit committee are more specifically set forth in its charter. Applying the requirements of the NYSE corporate governance standards (without additional categorical standards) and SEC regulations, as applicable, the board of
directors has determined that:
|
·
|
each member of our audit committee is independent, financially literate and has no material relationship with us
other than serving as our director; and
|
|
·
|
Cecil H. Moore, Jr., Meredith W. Mendes and John E. Harper are each an “audit committee financial expert.”
|
No member of our audit committee serves on more than three public company audit committees. For further
information on the role of our audit committee, see the Audit Committee Report in this proxy statement. The current members of our audit committee are Cecil H. Moore, Jr. (chairman), Keith R. Coogan (who is not standing for reelection as a
director), John E. Harper, Meredith W. Mendes, Thomas P. Stafford and R. Gerald Turner. Our audit committee held seven meetings in 2018.
- 13 -
Management Development and Compensation Committee. The principal responsibilities of our management development and compensation committee are:
|
·
|
to recommend to the board of directors whether or not to approve any proposed charge to us or any of our privately
held subsidiaries pursuant to our ISA with Contran;
|
|
·
|
to review certain matters regarding our employee benefit plans or programs, including discretionary incentive
bonuses and salaries we pay;
|
|
·
|
to review, approve, administer and grant awards under our equity compensation plan; and
|
|
·
|
to review and administer such other compensation matters as the board of directors may direct from time to time.
|
As discussed above, the board of directors has determined that each member of our management development
and compensation committee is independent by applying the NYSE director independence standards (without additional categorical standards). The management development and compensation committee may delegate to its members or our officers any or all
of its authority as it may choose subject to certain limitations of Delaware law on what duties directors may delegate. The committee has not exercised this right of delegation. With respect to the role of our executive officers in determining or
recommending the amount or form of executive compensation, see the Compensation Discussion and Analysis section of this proxy statement. With respect to director cash compensation, our executive officers make recommendations on such compensation
directly to our board of directors for its consideration without involving the management development and compensation committee. The current members of our management development and compensation committee are R. Gerald Turner (chairman), Keith R.
Coogan (who is not standing for reelection as a director) and Thomas P. Stafford. Our management development and compensation committee held two meetings in 2018.
Risk Oversight. Our board of directors oversees the actions we take in managing our material risks. Our management is responsible for our day-to-day management of risk. The board’s oversight of our material risks is undertaken
through, among other things, various reports and assessments that management presents to the board and the related board discussions. The board has delegated some of its primary risk oversight to our audit committee and management development and
compensation committee. Our audit committee annually receives management’s reports and assessments on, among other things, the risk of fraud, certain material business risks and a ranking of such material business risks and our insurance program.
The audit committee also receives reports from our independent registered public accounting firm regarding, among other things, financial risks and the risk of fraud. Our management development and compensation committee receives management’s
assessments on the likelihood that our compensation policies and practices could have a material adverse effect on us, as more fully described in the Compensation Policies and Practices as They Relate to Risk Management section of this proxy
statement. The audit committee and management development and compensation committee report to the board of directors about their meetings. We believe the leadership structure of the board of directors is appropriate for our risk oversight.
Identifying and Evaluating Director Nominees. Historically, our management has recommended director nominees to the board of directors. As stated in our corporate governance guidelines:
|
·
|
our board of directors has no
specific minimum qualifications for director nominees;
|
|
·
|
each nominee should possess the necessary business background, skills and expertise at the policy-making level and
a willingness to devote the required time to the duties and responsibilities of membership on the board of directors; and
|
|
·
|
the board of directors believes that experience as our director is a valuable asset and that directors who have
served on the board for an extended period of time are able to provide important insight into our current and future operations.
|
- 14 -
In identifying, evaluating and determining our director nominees, the board of directors follows such corporate governance
guidelines. The board also considers the nominee’s ability to satisfy the need, if any, for required expertise on the board of directors or one of its committees. While we do not have any policy regarding the diversity of our nominees, the board
does consider diversity in the background, skills and expertise at the policy making level of our director nominees, and as a result our board believes our director nominees possess a diverse range of senior management experience that aids the board
in fulfilling its responsibilities. The board of directors believes its procedures for identifying and evaluating director nominees are appropriate for a controlled company under the NYSE corporate governance standards.
Leadership
Structure of the Board of Directors and Independent Director Meetings. Loretta J. Feehan serves as our chair of the board (non-executive), and Robert D. Graham
serves as our vice chairman of the board, president and chief executive officer. The board of directors believes our current leadership structure is appropriate for a controlled company under the NYSE corporate governance guidelines.
While there is no single organizational structure that is ideal in all circumstances, the board of directors believes that having different individuals serve as our chair of the board (non-executive) and as our chief executive officer reflects the
established working relationship for these positions regarding our business and provides an appropriate breadth of experience and perspective that effectively facilitates the formulation of our long-term strategic direction and business plans. In
addition, the board of directors believes that since Ms. Feehan is a representative of Contran, her service as our chair of the board (non-executive) is beneficial in providing strategic leadership for us since there is a commonality of interest that
is closely aligned in building long-term stockholder value for all of our stockholders. We have in the past, and may in the future, have a leadership structure in which the same individual serves as our chairman of the board and as our chief
executive officer. In those instances, the individual has been, or would be expected to be, an employee or representative of Contran.
Pursuant to our corporate governance guidelines, our independent directors are entitled to meet on a
regular basis throughout the year, and will meet at least once annually, without the participation of our other directors who are not independent. We are not required to have a lead independent director under the NYSE corporate governance
standards. While we do not have a lead independent director, the chairman of our audit committee presides at all of the meetings of our independent directors. In 2018, we complied with the NYSE requirements for meetings of our independent
directors.
Stockholder Proposals and Director Nominations for the 2020 Annual Meeting of Stockholders. Stockholders may submit proposals on matters appropriate for stockholder action at our annual stockholder meetings, consistent with rules
adopted by the SEC. We must receive such proposals not later than November 27, 2019 to be considered for inclusion in the proxy statement and form of proxy card relating to our annual meeting of stockholders in 2020. Our bylaws require that the
proposal must set forth a brief description of the proposal, the name and address of the proposing stockholder as they appear in our records, the number of shares of our common stock the stockholder holds and any material interest the stockholder has
in the proposal.
The board of directors will consider the director nominee recommendations of our stockholders in
accordance with the process discussed above. Our bylaws require that a nomination set forth the name and address of the nominating stockholder, a representation that the stockholder will be a stockholder of record entitled to vote at the annual
stockholder meeting and intends to appear in person or by proxy at the meeting to nominate the nominee, a description of all arrangements or understandings between the stockholder and the nominee (or other persons pursuant to which the nomination is
to be made), such other information regarding the nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and the consent of the nominee to serve as a director if elected.
For proposals or director nominations to be brought at the 2020 annual meeting of stockholders but not
included in the proxy statement for such meeting, our bylaws require that the proposal or nomination must be delivered or mailed to our principal executive offices in most cases no later than February 16, 2020. Proposals and nominations should be
addressed to our corporate secretary at Kronos Worldwide, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240‑2697.
- 15 -
Communications with Directors. Stockholders and other interested parties who wish to communicate with the board of directors or its independent directors may do so through the following procedures. Such communications not
involving complaints or concerns regarding accounting, internal accounting controls and auditing matters related to us may be sent to the attention of our corporate
secretary at Kronos Worldwide, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. Provided that any such communication relates to our business or affairs and is within the function of our board of
directors or its committees, and does not relate to insignificant or inappropriate matters, such communication, or a summary of such communication, will be forwarded to the chairman of our audit committee, who also serves as the presiding director of
our independent director meetings.
Complaints or concerns regarding accounting, internal accounting controls and auditing matters, which may
be made anonymously, should be sent to the attention of our general counsel with a copy to our chief financial officer at the same address as our corporate secretary. These complaints or concerns will be forwarded to the chairman of our audit
committee. We will investigate and keep these complaints or concerns confidential and anonymous, to the extent feasible, subject to applicable law. Information contained in such a complaint or concern may be summarized, abstracted and aggregated
for purposes of analysis and investigation.
Compensation Committee Interlocks and Insider Participation. As discussed above, for 2018 the management development and compensation committee
was composed of R. Gerald Turner, Keith R. Coogan (who is not standing for reelection as a director) and Thomas P. Stafford. No member of the committee:
|
·
|
was an officer or employee of ours during 2018 or any prior year;
|
|
·
|
had any related party relationships with us that requires disclosure under applicable SEC rules; or
|
|
·
|
had any interlock relationships under applicable SEC rules.
|
For 2018, no executive officer of ours had any interlock relationships within the scope of the intent of applicable SEC
rules. However, during 2018 Robert D. Graham was an executive officer of ours and on the board of directors of Contran when concurrently also serving as one of our directors.
Code of Business Conduct and Ethics. We have adopted a code of business conduct and ethics. The code applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer,
principal accounting officer and controller. Only the board of directors may amend the code. Only our audit committee or other committee of the board of directors with specifically delegated authority may grant a waiver of this code. We will
disclose amendments to or waivers of the code as required by law and the applicable rules of the NYSE.
Corporate Governance Guidelines. We have adopted corporate governance guidelines to assist the board of directors in exercising its responsibilities. Among other things, the corporate governance guidelines provide for director
qualifications, for independence standards and responsibilities, for approval procedures for ISAs and that our audit committee chairman preside at all meetings of the independent directors.
Availability
of Corporate Governance Documents. A copy of each of our audit committee charter, code of business conduct and ethics and corporate governance guidelines is available on our website at www.kronostio2.com under the corporate governance section of the investor relations page.
- 16 -
Compensation Discussion and Analysis. This compensation discussion and analysis describes the key principles and factors underlying our executive compensation policies for our named executive officers. In each of the last three
years, all of our named executive officers were employed by Contran and provided their services to us pursuant to our ISA with Contran.
As defined in the Glossary of Terms at the beginning of this proxy statement, the phrase “named executive
officers” refers to the five persons whose compensation is summarized in the 2018 Summary Compensation Table in this proxy statement. Such phrase is not intended to refer, and does not refer, to all of our executive officers.
Nonbinding
Advisory Stockholder Vote on Executive Officer Compensation. For the 2018 annual meeting of stockholders, we submitted a nonbinding advisory proposal recommending
the stockholders adopt a resolution approving the compensation of our named executive officers as disclosed in the 2018 proxy statement. At the annual meeting, the resolution received the affirmative vote of 87.1% of the shares of our common stock eligible to vote at the annual meeting. We considered the favorable result
and determined not to make any material changes to our compensation practices.
Intercorporate Services Agreement with Contran. We pay Contran a fee for services provided by Contran to us pursuant to our ISA with Contran, which fee was approved by our independent directors after receiving the recommendation of
our management development and compensation committee and the concurrence of our chief financial officer. Such services provided under this ISA included the services of our named executive officers, and as a result a portion of the aggregate ISA fee
we pay to Contran is paid with respect to the services provided to us by such named executive officers. The nature of the duties of each of our executive officers who are employees of Contran is consistent with the duties normally associated with the
officer titles and positions such officer holds with us.
The charge under this ISA reimburses Contran for its cost of employing the personnel who
provide the services by allocating such cost to us based on the estimated percentage of time such personnel were expected to devote to us over the year. The amount of the fee we paid for each year under this ISA for a person who provided services to
us represents, in management’s view, the reasonable equivalent of “compensation” for such services. See the Intercorporate Services Agreements part of the Certain Relationships and Transactions section of this proxy statement for the aggregate
amount we paid to Contran in 2018 under this ISA. Under the various ISAs among Contran and its subsidiaries and affiliates, we share the cost of the employment of our named executive officers with Contran and certain of its publicly and privately
held subsidiaries. For our named executive officers, the portion of the annual charge we paid for each of the last three years to Contran under this ISA attributable to each of their services is set forth in the 2018 Summary Compensation Table in
this proxy statement. As discussed further below, the amounts charged under the ISA are dependent upon Contran’s cost of employing or engaging the personnel who provide the services to us (including the services of our named executive officers) by
allocating such cost to us based on the estimated percentage of time such personnel were expected to devote to us over the year. The amount charged under the ISA is not dependent upon our financial performance.
We believe the cost of the services received under our ISA with Contran, after considering the quality of
the services received, is fair to us and is no less favorable to us than we could otherwise obtain from an unrelated third party for comparable services, based solely on our collective business judgment and experience without performing any
independent market research.
In the early part of each year, Contran’s management, including certain of our named executive officers,
estimates the percentage of time that each Contran employee, including our named executive officers, is expected to devote in the upcoming year to Contran and its subsidiaries and affiliates, including us. Contran’s management then allocates
Contran’s cost of employing each of its employees among Contran and its various subsidiaries and affiliates based on such estimated percentages. Contran’s aggregate cost of employing each of its employees comprises:
- 17 -
|
·
|
the annualized base salary of such employee at the beginning of the year;
|
|
·
|
an estimate of the bonus Contran will pay or accrue for such employee (other than bonuses, if any, for specific
matters) for the year, using as a reasonable approximation for such bonus the actual bonus that Contran paid or accrued for such employee in the prior year; and
|
|
·
|
Contran’s portion of the social security and medicare taxes on such base salary and an estimated overhead factor
(25% for 2018 and 2017, and 23% for 2016) applied to the base salary for the cost of medical and life insurance benefits, unemployment taxes, disability insurance, defined benefit and defined contribution plan benefits, professional
education and licensing and costs of providing an office, equipment and supplies related to providing such services.
|
Contran’s senior management subsequently made such adjustments to the details of the proposed ISA charge as they deemed
necessary for accuracy, overall reasonableness and fairness to us.
In the first quarter of each year, the proposed charge for that year under our ISA with Contran was
presented to our management development and compensation committee, and the committee considered whether to recommend that our board of directors approve the ISA charge. Among other things during such presentation, the committee was informed of:
|
·
|
the quality of the services Contran provides to us, including the quality of the services our executive officers
provide to us;
|
|
·
|
the comparison of the ISA charge and number of full-time equivalent employees reflected in the charge by department
for the prior year and proposed for the current year;
|
|
·
|
the comparison of the prior year and proposed current year charges by department and in total and such amounts as a
percentage of Contran’s similarly calculated costs for its departments and in total for those years;
|
|
·
|
the comparison of the prior year and proposed current year average hourly rate; and
|
|
·
|
the concurrence of our chief financial officer as to the reasonableness of the proposed charge.
|
In determining whether to recommend that the board of directors approve the proposed ISA fee to be charged
to us, the management development and compensation committee considers the three elements of Contran’s cost of employing the personnel who provide services to us, including the cost of employing our named executive officers, in the aggregate and not
individually. After considering the information contained in such presentations, and following further discussion and review, our management development and compensation committee recommended that our board of directors approve the proposed ISA fee
after concluding that:
|
·
|
the cost to employ the personnel necessary to provide the quality of the services provided by Contran would exceed
the proposed aggregate fee to be charged by Contran to us under our ISA with Contran; and
|
|
·
|
the cost for such services would be no less favorable than could otherwise be obtained from an unrelated third
party for comparable services in the committee’s collective business judgment and experience, without performing any independent market research.
|
- 18 -
In reaching its recommendation, our management development and compensation committee did not review:
|
·
|
any ISA charge from Contran to any other publicly held parent or sister company, although such charge was
separately reviewed by the management development and compensation committee of the applicable company; and
|
|
·
|
the compensation policies of Contran or the amount of time our named executive officers are expected to devote to
us because:
|
|
o
|
each of our named executive officers provides services to many companies related to Contran, including Contran
itself;
|
|
o
|
the fee we pay to Contran under our ISA with Contran each year does not represent all of Contran’s cost of
employing each of such named executive officers;
|
|
o
|
Contran and these other companies related to Contran absorb the remaining amount of Contran’s cost of employing
each of such named executive officers; and
|
|
o
|
the members of our management development and compensation committee consider the other factors discussed above in
determining whether to recommend that the proposed ISA fee for each year be approved by the full board of directors.
|
Based on the recommendation of our management development and compensation committee, as well as the
concurrence of our chief financial officer, our independent directors approved the proposed annual ISA charge effective January 1, 2018, with our other directors abstaining.
For financial reporting and income tax purposes, the ISA fee is expensed as incurred on a quarterly
basis. Section 162(m) of the Code generally disallows an income tax deduction to publicly held companies for compensation over $1.0 million paid to the company’s chief executive officer, chief financial officer and three other most highly
compensated executive officers (during 2016 and 2017, the Code contained an exception to such limitation for performance-based compensation). To the extent any individual’s charge to a publicly held company under the ISA was in excess of $1.0
million, the deductibility by the company of the charge for income tax purposes would be limited under Section 162(m), if such section were to be deemed applicable as it relates to the ISA. In 2016, the Contran ISA did not include charges in excess
of $1.0 million for any individual. In 2017 and 2018 the ISA did include, and in 2019 the ISA will include, charges in excess of $1.0 million for certain individuals. However, Contran has agreed to absorb the impact of any such income tax deduction
disallowance resulting from such charges in excess of $1.0 million.
Director
Fees, including Equity-Based Compensation. Prior to July 2017, we paid director fees in the form of cash and stock compensation to Mr. Graham, who provided services to us pursuant to our ISA with Contran and who also served on our board of
directors. Other than these director fees, we did not pay any compensation directly to Mr. Graham. Effective July 2017, our executive officers, including our named executive officers, are no longer eligible to receive cash compensation for their
service on our board of directors. Beginning in 2018, our executive officers, including our named executive officers, are no longer eligible to receive equity-based compensation for their service on our board of directors.
The 2018 Summary Compensation Table sets forth the cash fees that we paid to Mr. Graham for his director
services prior to July 2017. The director fees paid to him were quarterly director retainer fees and fees for attending board meetings. The cash director fees paid were not dependent upon our financial performance.
The 2018 Summary Compensation Table sets forth the director stock grants we paid to Mr. Graham for his
director services prior to July 2017. See footnote 4 to the 2018 Summary Compensation Table for a discussion of the formula by which these stock awards were determined. The stock grants Mr. Graham received prior to July 2017 were pursuant to the
same formula used for all directors at the time. The dollar amount of the stock award appearing in the 2018 Summary Compensation Table represents the value recognized for financial statement reporting purposes of shares of common stock we granted to
Mr. Graham for his director services.
Prior to 2016, we decided to forgo the grant of any equity compensation other than annual awards of stock
to our directors, as discussed above. We also do not have any security ownership requirements or guidelines for our management or directors. We do not currently anticipate any equity-based compensation will be granted in 2019, other than the annual
grants of stock to our directors who are not employees of Contran or one of its subsidiaries or affiliates.
Compensation
Committee Report. The management development and compensation committee has reviewed with management the Compensation Discussion and Analysis section in this proxy statement. Based on the committee’s review and a discussion with
management, the committee recommended that our compensation discussion and analysis be included in this proxy statement.
- 19 -
The members of our management development and compensation committee submit the foregoing report as of
February 20, 2019.
|
R. Gerald Turner
Chairman of our Management Development and Compensation Committee
|
Keith R. Coogan
Member of our Management Development and Compensation Committee
|
Thomas P. Stafford
Member of our Management Development and Compensation Committee
|
- 20 -
Summary of Cash and Certain Other Compensation of Executive Officers. The 2018 Summary Compensation Table below provides information concerning compensation we and our subsidiaries paid or accrued for services
rendered during the last three years by our chief executive officer, chief financial officer and each of the three other most highly compensated individuals (based on ISA charges to us) who were our executive officers at December 31, 2018. All of
our named executive officers were employees of Contran and provided their services to us and our subsidiaries pursuant to our ISA with Contran for each year in which they are included in the 2018 Summary Compensation Table. For a discussion of this
ISA, see the Intercorporate Services Agreements part of the Certain Relationships and Transactions section of this proxy statement.
2018
SUMMARY COMPENSATION TABLE (1)
|
Name and Principal Position
|
Year
|
Salary
|
Stock Awards
|
Total
|
||
|
Robert D. Graham (2)
|
2018
|
$2,631,000
|
(3)
|
$ -0-
|
$2,631,000
|
|
|
Vice Chairman of the Board, President and Chief
|
2017
|
$1,296,500
|
(3)
|
$ 18,940
|
(4)
|
$1,315,440
|
|
Executive Officer
|
||||||
|
James Buch
|
2018
|
1,442,000
|
(3)
|
-0-
|
1,442,000
|
|
|
Chief Operating Officer
|
2017
|
1,366,000
|
(3)
|
-0-
|
1,366,000
|
|
|
2016
|
1,132,300
|
(3)
|
-0-
|
1,132,300
|
||
|
Gregory M. Swalwell
|
2018
|
1,281,000
|
(3)
|
-0-
|
1,281,000
|
|
|
Executive Vice President and Chief Financial
Officer
|
2017
|
699,000
|
(3)
|
-0-
|
699,000
|
|
|
2016
|
512,200
|
(3)
|
-0-
|
512,200
|
||
|
Kelly D. Luttmer
|
2018
|
1,955,000
|
(3)
|
-0-
|
1,955,000
|
|
|
Executive Vice President and Chief Tax Officer
|
2017
|
1,351,000
|
(3)
|
-0-
|
1,351,000
|
|
|
2016
|
837,000
|
(3)
|
-0-
|
837,000
|
||
|
Brian W. Christian (2)
|
2018
|
1,253,000
|
(3)
|
-0-
|
1,253,000
|
|
|
Executive Vice President
|
2017
|
1,071,000
|
(3)
|
-0-
|
1,071,000
|
|
|
2016
|
705,800
|
(3)
|
-0-
|
705,800
|
||
|
(1)
|
Certain non-applicable columns have been omitted from this table.
|
|
(2)
|
Mr. Graham, who has served as our chief executive officer since January 20, 2017, is one of our named executive
officers only for 2017 and 2018.
|
|
(3)
|
The amounts shown in the 2018 Summary Compensation Table as salary for each of these named executive officers
include the portion of the fees we paid pursuant to our ISA with Contran with respect to the services such officer rendered to us and our subsidiaries. The ISA charges disclosed for Contran employees who perform executive officer services
for us and our subsidiaries are based on various factors described in the Compensation Discussion and Analysis section of this proxy statement. Our management development and compensation committee considers the factors described in the
Compensation Discussion and Analysis section of this proxy statement in determining whether to recommend that our board of directors approve the aggregate proposed ISA fee with Contran. As discussed in the Compensation Discussion and
Analysis section of this proxy statement, our management development and compensation committee does not consider any ISA charge from Contran to any other publicly held parent or sister company of ours, although such charge is separately
reviewed by the management development and compensation committee of the applicable company. The amounts shown in the table for salary for Mr. Graham also includes director cash compensation paid to him by us for his services as a
director. The components of salary shown in the 2018 Summary Compensation Table for Mr. Graham are as follows.
|
- 21 -
|
2016
|
2017
|
2018
|
|||
|
Robert D. Graham
|
|||||
|
Contran ISA Fee
|
$1,281,000
|
$2,631,000
|
|||
|
Director Fees Earned or Paid in Cash
|
15,500
|
(a)
|
-0-
|
||
|
$1,296,500
|
$2,631,000
|
||||
|
(a)
|
Effective July 2017, Mr. Graham, as an employee of Contran, was no longer eligible to receive cash
compensation for his service on our board of directors and accordingly, his director compensation reflects that he did not receive director compensation after such date.
|
|
(4)
|
Stock awards to Mr. Graham in 2017 consisted of shares of our common stock we granted to him in 2017 for his
director services. We valued these stock awards at the closing price of a share of our common stock on the date of grant, consistent with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic
718. Beginning in 2018, Mr. Graham, as an employee of Contran, was no longer eligible for equity-based compensation as a director of us. As preapproved by our management development and compensation committee, on the day of the 2017
annual stockholder meeting, each director elected on that day received a grant of fully-vested shares of our common stock under our 2012 Director Stock Plan as determined by a formula based on the closing price of a share of our common
stock on the date of such meeting, as follows:
|
|
Range of Closing Price Per
Share on the Date of Grant
|
Shares of Common
Stock to Be Granted
|
|
Under $5.00
|
2,000
|
|
$5.00 to $9.99
|
1,500
|
|
$10.00 to $20.00
|
1,000
|
|
Over $20.00
|
500
|
The stock award to Mr. Graham in 2017 consisted of the following:
|
Shares of Common Stock
|
Grant Date
|
Closing Price on Date of Grant
|
Grant Date Value of Shares of Common Stock
|
|
1,000
|
May 17, 2017
|
$ 18.94
|
$ 18,940
|
No Grants of Plan-Based Awards. During 2018, no named executive officer received any plan-based awards from us or our subsidiaries.
No Outstanding Equity Awards at December 31, 2018. We have never granted any stock options to purchase shares of our common stock or shares of our common stock that were subject to vesting restrictions. At December 31, 2018, none
of our named executive officers held any stock options exercisable for shares of common stock of our parent or subsidiary corporations or held any equity incentive awards for such shares.
No Option Exercises or Stock Vested. None of our named executive officers held shares of our stock or of our parent or subsidiary corporations that were subject to vesting restrictions in 2018. During 2018, no
named executive officer exercised any stock options issued by us.
Pension Benefits. We do not have any defined benefit pension plans in which our named executive officers participate.
Nonqualified Deferred Compensation. We do not owe any nonqualified deferred compensation to our named executive officers.
- 22 -
Pay Ratio Disclosure In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule
requiring annual disclosure of the ratio of a registrant’s median employee’s annual total compensation to the total annual compensation of its chief executive officer. For 2018, the total annual compensation (as disclosed in the 2018 Summary
Compensation Table) of Robert D. Graham, our chief executive officer, is $2,631,000; the reasonable estimate of the median of the annual total compensation of all of our employees except our chief executive officer, calculated in a manner
consistent with Item 402(u) of Regulation S-K, is $92,020, and the ratio of such two amounts is 29 to 1.
For purposes of this disclosure, our “median employee” was estimated using a simple random sample
statistical sampling technique, pursuant to which we and each of our consolidated subsidiaries worldwide selected every seventh employee listed on their first payroll register for the month of October 2017. Based on such random sample of our
employees, and using the 2017 base salary (or equivalent for hourly employees) for each employee in such random sample as reflected in our payroll records, the median employee was estimated by determining the employee in such random sample who had
the median 2017 base salary (or equivalent for hourly employees). Base salary (or equivalent) amounts were annualized for any employee who had less than a full year of service during 2017. In determining the median employee, we used the applicable
average exchange rates for the month of October 2017. There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio
disclosure. For providing the median employee’s annual total compensation in U.S. dollars, we used the applicable average exchange rate for all of 2018. For this pay ratio disclosure we have used Mr. Graham’s total annual compensation for 2018 as
disclosed in the 2018 Summary Compensation Table.
Director
Compensation. Our directors who are not employees of Contran or one of its subsidiaries or affiliates are eligible for cash compensation for service as one of our directors. The table below reflects the annual rates of their retainers for
2018.
|
2018 Director Retainers
|
||||
|
Each director
|
$
|
25,000
|
||
|
Chair of our board
|
$
|
50,000
|
||
|
Chairman of our audit committee and any member of our audit committee whom the board identified as an “audit committee financial expert”
(provided that if one person served in both capacities only one such retainer was paid)
|
$
|
45,000
|
||
|
Other members of our audit committee
|
$
|
25,000
|
||
|
Members of our other committees
|
$
|
5,000
|
||
Additionally, our eligible directors receive a fee of $1,000 per day for attendance at meetings of the board of directors or
its committees and an hourly rate (not to exceed $1,000 per day) for other services rendered on behalf of our board of directors or its committees. If a director dies while serving on our board of directors, his or her designated beneficiary or
estate will be entitled to receive a death benefit equal to the annual retainer then in effect. We reimburse our directors for reasonable expenses incurred in attending meetings and in the performance of other services rendered on behalf of our
board of directors or its committees.
As preapproved by our management development and compensation committee, on the day of
each of our annual stockholder meetings, each of our eligible directors elected on that day receives a grant of shares of our common stock under our 2012 Director Stock Plan, with the number of shares received by each eligible director equal in
value to $20,000 (rounded up or down to the nearest 50 shares), based on the closing price of a share of our common stock on the date of grant, but not more than 10,000 shares. These shares are fully vested and tradable immediately on their date of
grant, other than restrictions under applicable securities laws.
- 23 -
The following table provides information with respect to compensation each of our directors earned for
their 2018 director services provided to us.
2018
DIRECTOR COMPENSATION (1)
|
Name
|
Fees Earned or Paid in Cash (2)
|
Stock Awards (3)
|
All Other
Compensation
|
Total
|
|
|
Keith R. Coogan
|
$63,000
|
$ 19,584
|
$ -0-
|
$ 82,584
|
|
|
Loretta J. Feehan
|
83,000
|
19,584
|
-0-
|
102,584
|
|
|
John. E. Harper
|
78,000
|
19,584
|
-0-
|
97,584
|
|
|
Meredith W. Mendes
|
58,500
|
19,584
|
-0-
|
78,084
|
|
|
Cecil H. Moore, Jr.
|
78,000
|
19,584
|
-0-
|
97,584
|
|
|
Thomas P. Stafford
|
62,000
|
19,584
|
-0-
|
81,584
|
|
|
R. Gerald Turner
|
62,000
|
19,584
|
-0-
|
81,584
|
|
|
(1)
|
Certain non-applicable columns have been omitted from this table.
|
|
(2)
|
Represents cash retainers and meeting fees the director earned for director services he or she provided to us in
2018.
|
|
(3)
|
Represents the value of 800 shares of our common stock we granted to each of these directors on May 16, 2018. For
the purposes of this table, we valued these stock awards at the $24.48 closing price per share of such shares on their date of grant, consistent with the requirements of Financial Accounting Standards Board Accounting Standards Codification
Topic 718.
|
Compensation Policies and Practices as They Relate to Risk Management. We believe that the risks arising from our compensation policies and practices are
not reasonably likely to have a material adverse effect on us. In reaching this conclusion, we considered the following:
|
·
|
we do not grant equity awards to our employees, officers or other persons who provide services to us under our ISA
with Contran, which mitigates taking excessive or inappropriate risk for short-term gain that might be rewarded by equity compensation;
|
|
·
|
our executive officers employed by us
are eligible to receive incentive bonus payments that are determined on a discretionary basis and do not guarantee the employee a particular level of bonus based on the achievement of a specified performance or financial target, which
also mitigates taking excessive or inappropriate risk for short-term gain;
|
|
·
|
our other key employees are eligible to receive bonuses determined in part on the achievement of specified
performance or financial targets, but the chance of such employees undertaking actions with excessive or inappropriate risk for short-term gain in order to achieve such bonuses is mitigated because:
|
|
o
|
our executive officers employed by us who are responsible for setting the specified performance or financial
targets are not eligible to receive bonuses based on the achievement of the targets, but instead are only eligible for the discretionary-based bonuses described above; and
|
|
o
|
there exist ceilings for our other key
employee bonuses (which are not a significant part of their compensation) regardless of the actual level of our financial performance achieved;
|
|
·
|
our officers and other persons who
provide services to us under our ISA with Contran do not receive compensation from us directly and are employed by Contran, one of our parent corporations, which aligns such officers and persons with the long-term interests of our
stockholders;
|
|
·
|
since we are a controlled company, as
previously discussed, management has a strong incentive to understand and perform in the long-term interests of our stockholders; and
|
|
·
|
our experience is that our employees
are appropriately motivated by our compensation policies and practices to achieve profits and other business objectives in compliance with our oversight of material short and long-term risks.
|
- 24 -
For a discussion of our compensation policies and practices for our executive officers, please see the Compensation
Discussion and Analysis section of this proxy statement.
Compensation
Consultants. Neither our board of directors, management development and compensation committee nor management has engaged any compensation consultants.
Section 16(a) of the Securities Exchange Act requires our executive officers, directors and persons who
own more than 10% of a registered class of our equity securities to file reports of ownership with the SEC, the NYSE and us. Based solely on the review of the copies of such forms and representations by certain reporting persons, we believe that for
2018 our executive officers, directors and 10% stockholders complied with all applicable filing requirements under section 16(a).
Related Party Transaction Policy. From time to time, we engage in transactions with affiliated companies. Pursuant to our Policy Regarding Related Party Transactions, or RPT Policy, all related party transactions
to which we are or are proposed to be a party are approved or ratified by our audit committee (unless another committee of our board of directors composed solely of independent directors, or all of the independent directors of our board, shall have
approved or ratified the related party transaction). For certain ongoing related party transactions to which we are a party (referred to as ordinary course of business related party transactions), such approval or ratification shall occur no less
frequently than once a year. The RPT Policy is available on our website at www.kronostio2.com under the corporate governance section.
During 2018 our audit committee reviewed, adopted and ratified the following ordinary
course of business related party transactions to which we are a party in accordance with the terms of such RPT Policy:
|
·
|
Risk Management Program – a program pursuant to which Contran and certain of its subsidiaries and related entities,
including us, as a group purchase third-party insurance policies and risk management services, with the costs thereof apportioned among the participating companies;
|
|
·
|
Tax Sharing Agreement– the cash payments for income taxes periodically paid by us to Valhi or received by us from
Valhi, as applicable, and related items pursuant to the terms of our tax sharing agreement with Valhi (such tax sharing agreement being appropriate, given that we and our qualifying subsidiaries are members of the consolidated U.S. federal
income tax return, and certain state and local jurisdiction income tax returns, of which Contran is the parent company);
|
|
·
|
Cash Management Loans – our unsecured revolving credit facility with Valhi, which provides for loans by us to Valhi
of up to $60 million; and
|
|
·
|
Data Recovery Program - a program pursuant to which Contran and certain of its subsidiaries and related entities,
including us, as a group share third-party information technology data recovery services, with the costs thereof apportioned among the participating companies.
|
Each of these ordinary course of business related party transactions, and the actions
taken by the audit committee in fulfilling its duties and responsibilities under the RPT Policy, are more fully described below. Our audit committee was not required to approve and ratify the fee we paid to Contran in 2018 under our intercorporate
services agreement with Contran, because such intercorporate services fee is approved by all of the independent directors of our board, as more fully described below. During 2018, we were not a party to any other related party transactions (ordinary
course of business related party transactions or otherwise) requiring approval or ratification under the RPT Policy.
- 25 -
Relationships with Related Parties. As set forth under the Security Ownership section of this proxy statement, Lisa K. Simmons
and Serena Simmons Connelly may be deemed to control us. We and other entities that may be deemed to be controlled by or related to Ms. Simmons and Ms. Connelly sometime engage in the following:
|
·
|
intercorporate transactions, such as guarantees, management, expense and insurance sharing arrangements, tax
sharing agreements, joint ventures, partnerships, loans, options, advances of funds on open account and sales, leases and exchanges of assets, including securities issued by both related and unrelated parties; and
|
|
·
|
common investment and acquisition strategies, business combinations, reorganizations, recapitalizations, securities
repurchases and purchases and sales (and other acquisitions and dispositions) of subsidiaries, divisions or other business units, which transactions have involved both related and unrelated parties and have included transactions that
resulted in the acquisition by one related party of an equity interest in another related party.
|
We periodically consider, review and evaluate and understand that Contran and related entities
periodically consider, review and evaluate such transactions. Depending upon the business, tax and other objectives then relevant, and restrictions under indentures and other agreements, it is possible that we might be a party to one or more of such
transactions in the future. In connection with these activities, we may consider issuing additional equity securities or incurring additional indebtedness. Our acquisition activities have in the past and may in the future include participation in
acquisition or restructuring activities conducted by other companies that may be deemed to be related to Ms. Simmons and Ms. Connelly.
Certain directors or executive officers of CompX, Contran, NL or Valhi also serve as our directors or
executive officers. Such relationships may lead to possible conflicts of interest. These possible conflicts of interest may arise under circumstances in which such companies may have adverse interests. In such an event, we implement such
procedures as are appropriate for the particular transaction, and consistent with the provisions of the RPT Policy.
Intercorporate Services Agreements. As discussed elsewhere in this proxy statement, we and certain related
companies have entered into ISAs. Under the ISAs, employees of one company provide certain services, including executive officer services, to the other company on an annual fixed fee basis. The services rendered under the ISAs may include
executive, management, financial, internal audit, accounting, tax, legal, insurance, real estate management, environmental management, risk management, treasury, human resources, technical, consulting, administrative, office, occupancy and other
services as required from time to time in the ordinary course of the recipient’s business. The fees paid pursuant to the ISAs are generally based upon an estimated percentage of the time devoted by employees of the provider of the services to the
business of the recipient and the employer’s cost related to such employees, which includes the expense for the employees’ compensation and an overhead component that takes into account other employment related costs. Generally, each of the ISAs
renews on a quarterly basis subject to termination by either party pursuant to a written notice delivered 30 days prior to the start of the next quarter. Because of the number of companies related to Contran and us, we believe we benefit from cost
savings and economies of scale gained by not having certain management, financial, legal, tax, real estate and administrative staffs duplicated at each company, thus allowing certain individuals to provide services to multiple companies. With
respect to a publicly held company that is a party to an ISA, the ISA and the related aggregate annual charge are approved by the independent directors of the company after receiving the recommendation from the company’s management development and
compensation committee as well as the concurrence of the chief financial officer. See the Intercorporate Services Agreements part of the
Compensation Discussion and Analysis section in this proxy statement for a more detailed discussion on the procedures and considerations taken by our independent directors in approving the aggregate 2018 fee charged to us under our ISA with Contran.
In 2018, we paid Contran fees of approximately $21.1 million for its services under our ISA with Contran,
including amounts for the services of our named executive officers, as disclosed in the 2018 Summary Compensation Table in this proxy statement. In 2019, we expect to pay Contran fees of approximately $22.8 million for its services under this ISA,
including the services of certain of our named executive officers that are employees of Contran.
- 26 -
Risk Management Program. We and Contran participate in a combined risk management program. Pursuant to the program, Contran and certain of its subsidiaries and related entities, including us and certain of our subsidiaries and
related entities, as a group, purchase insurance policies and risk management services. The program apportions its costs among the participating companies. Tall Pines and EWI provide for or broker the insurance policies. Tall Pines purchases
reinsurance for substantially all of the risks it underwrites. EWI also provides claims and risk management services and, where appropriate, engages certain third-party risk management consultants. Tall Pines is a captive insurance company wholly
owned by Valhi. EWI is a reinsurance brokerage and risk management company wholly owned by NL. Tall Pines purchases reinsurance from third-party insurance carriers with an A.M. Best Company rating of generally at least an “A-” (excellent) for
substantially all of the risks it underwrites. Consistent with insurance industry practices, Tall Pines and EWI receive commissions from insurance and reinsurance underwriters and/or assess fees for the policies that they provide or broker.
With respect to certain of such jointly owned insurance policies, it is possible that unusually large
losses incurred by one or more insureds during a given policy period could leave the other participating companies without adequate coverage under that policy for the balance of the policy period. As a result, and in the event that the available
coverage under a particular policy would become exhausted by one or more claims, Contran and certain of its subsidiaries and affiliates, including us, have entered into a loss sharing agreement under which any uninsured loss arising because the
available coverage had been exhausted by one or more claims will be shared ratably amongst those entities that had submitted claims under the relevant policy. We believe the benefits in the form of reduced premiums and broader coverage associated
with the group coverage for such policies justify the risk associated with the potential for any uninsured loss.
During 2018, we paid Tall Pines and EWI in the aggregate approximately $10.4 million, including
approximately $2.3 million paid by Louisiana Pigment Company, L.P., a partnership of which one of our wholly owned subsidiaries and a subsidiary of Venator Materials PLC each owns 50%. These amounts principally represent payments for insurance
premiums, including premiums or fees paid to Tall Pines and commissions or fees paid to EWI. These amounts also include payments to insurers or reinsurers through EWI for the reimbursement of claims within our applicable deductible or retention
ranges that such insurers and reinsurers paid to third parties on our behalf, as well as amounts for claims and risk management services and various other third-party fees and expenses incurred by the program. We expect these relationships with Tall
Pines and EWI will continue in 2019.
In October 2018, our management made a presentation to our audit committee regarding our participation in the combined
risk management program. Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
|
·
|
the premiums for all of the insurance and reinsurance policies are set by third parties (the underwriters for the
insurance or reinsurance carriers bearing the risk), without any markup by Tall Pines or EWI;
|
|
·
|
the method by which the insurance premiums are allocated among the companies participating in the risk management
program is generally the same as the basis used by the insurance or reinsurance carriers to establish the premiums for such insurance/reinsurance (i.e. the dominant premium factor, which is the factor that has the greatest impact on the premium, such as revenues, payroll or employee headcount);
|
|
·
|
EWI provides claims and risk management services to each of the companies participating in the risk management
program, including us, and where appropriate EWI engages third-party risk management consultants;
|
|
·
|
the commissions received by Tall Pines and EWI from the insurance or reinsurance underwriters, and the fees
assessed for the policies they so provide or broker, are in amounts equal to the commissions or fees which would be received by third-party brokers or underwriters;
|
|
·
|
the insurance coverages provided to us by the risk management program are sufficient and adequate for our purposes;
|
- 27 -
|
·
|
the benefits to our participating in the risk management program include, among others, (a) the ability to obtain
broader coverage, with strong/solvent underwriters, at a reduced cost as compared to the coverage and cost that would be available if we were to purchase insurance by itself, (b) the greater spread of risk among the companies participating
in the risk management program, (c) the ability to obtain centralized premium and claim reporting, and (d) the ability to have access to the experienced risk management personnel of EWI, including in the areas of loss controls and claims
processing; and
|
|
·
|
the “cost of risk” metric, as defined by the Risk and Insurance Management Society, or RIMS, for the Contran group
is lower as compared to the cost of risk as reflected in a recent RIMS benchmark survey for certain groups of companies comparable to the Contran group.
|
After considering the information contained in the presentations, including the recommendation of our
chief financial officer, and following further discussion and review by the audit committee, our audit committee determined that our participation in the risk management program is fair and reasonable to us, and is on terms no less favorable than we
could otherwise obtain from unrelated parties, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified our participation in the risk management program in all
respects.
Tax Matters. We and our qualifying subsidiaries are members of the consolidated U.S. federal tax return of which Contran is the parent company, which we refer to as the “Contran Tax Group.” We are also a party to a tax sharing
agreement with Contran and Valhi. As a member of the Contran Tax Group and pursuant to the tax sharing agreement, we and our qualifying subsidiaries compute our provision for U.S. income taxes on a separate company basis using tax elections made by
Contran. Pursuant to the tax sharing agreement and using tax elections made by Contran, we make payments to or receive payments from Valhi in amounts we would have paid to or received from the U.S. Internal Revenue Service had we not been a member
of the Contran Tax Group but instead had been a separate taxpayer. Refunds are limited to amounts previously paid under the tax sharing agreement. We and our qualifying subsidiaries are also a part of consolidated tax returns filed by Contran in
certain U.S. state jurisdictions, and the terms of the tax sharing agreement also apply to state payments to these jurisdictions.
Under applicable law, we, as well as every other member of the Contran Tax Group, are each jointly and
severally liable for the aggregate federal income tax liability of Contran and the other companies included in the group for all periods in which we are included in the group. Under our tax sharing agreement, Valhi has agreed to indemnify us for any
liability for income taxes of the Contran Tax Group in excess of our tax liability previously computed and paid by us in accordance with the tax sharing agreement.
Under certain circumstances, tax regulations could require Contran to treat items differently than we
would have treated them on a stand-alone basis. In such instances, accounting principles generally accepted in the United States of America require us to conform to Contran’s tax elections. For 2018, and pursuant to our tax sharing agreement, we
received net cash payments for income taxes from Valhi of approximately $1.9 million.
In February 2018, our management made a presentation to our audit committee regarding our tax sharing
agreement with Contran and Valhi. Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
- 28 -
|
·
|
the tax sharing agreement is consistent with accounting principles generally accepted in the United States of
America, and consistent with applicable law and regulations; and
|
|
·
|
our income tax accounts are included in the scope of the annual audit of our consolidated financial statements
performed by PwC, and PwC makes periodic reports to the committee regarding income tax matters related to us.
|
As part of such presentation, our chief financial officer and our chief tax officer advised the committee
of their belief that the terms of the tax sharing agreement are consistent with the terms of applicable law and regulations, and are fair and reasonable to us, and are on terms no less favorable than would be present if we were not a party to the tax
sharing agreement, and provided the committee with their recommendation that the committee approve, adopt and ratify the tax sharing agreement in all respects.
After considering the information contained in the presentation, including the recommendation of our chief
financial officer and our chief tax officer, and following further discussion and review by the audit committee, our audit committee determined that the terms of the tax sharing agreement are fair and reasonable to us and on terms no less favorable
than would be present if we were not a party to the tax sharing agreement, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified the tax sharing agreement
in all respects.
Related
Party Loans for Cash Management Purposes. From time to time, loans and advances are made between us and various related parties pursuant to term and demand notes. These loans and advances are entered into principally for cash management
purposes pursuant to our cash management program. When we loan funds to related parties, we are generally able to earn a higher rate of return on the loan than we would earn if the funds were invested in other instruments. While certain of such
loans may be of a lesser credit quality than cash equivalent instruments otherwise available to us, we believe that we have evaluated the credit risks involved, and that those risks are reasonable and reflected in the terms of the applicable loans.
When we have outstanding indebtedness, we may still decide to enter into a loan to a related party either because the interest rate on the loan to the related party is at a higher rate of return as compared to the interest rate we are paying on our
outstanding indebtedness, or the funds we would be loaning to the related party would not otherwise be used to paydown the outstanding indebtedness (such as, for example, in the case when the outstanding indebtedness has a maturity longer than the
maturity of the loan to the related party). When we borrow from related parties, we are generally able to pay a lower rate of interest than we would pay if we borrowed from unrelated parties.
During 2018, we had an unsecured revolving promissory note with Valhi whereby we agreed to loan Valhi up
to $60 million. Our loan to Valhi, as amended, bears interest at the prime rate plus 1.00%, payable quarterly and all principal and unpaid interest due on demand, but in any event no earlier than December 31, 2020. The agreement contains no
financial covenants or other financial restrictions. Loans made to Valhi at any time under the agreement are at our discretion. During 2018, we made aggregate loans to Valhi of $2.6 million, Valhi repaid an aggregate of $16.2 million, and the
largest amount of principal outstanding under the loan was $14.4 million. At December 31, 2018, there was no outstanding balance of such loan to Valhi. During 2018, we received aggregate interest under this note (including unused commitment fees) of
approximately $0.3 million.
In February 2018, our management made a presentation to our audit committee regarding our loan to Valhi.
Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
|
·
|
While Valhi has not borrowed any amounts in the last two years, we receive an unused commitment fee of 50 basis
points per annum, payable quarterly;
|
|
·
|
The interest rate we would earn on any outstanding borrowings by Valhi would be higher than the rate of return we
would earn on any of our funds available for investment;
|
|
·
|
The interest rate we would earn on any outstanding borrowings by Valhi would be an interest rate no less than (and
generally greater than) the interest rate which a lender would be earning under either our North American revolving bank credit facility or the revolving credit facility of two of our competitors; and
|
|
·
|
Any amounts we might loan to Valhi would not otherwise be used to paydown the outstanding balance of our term loan
indebtedness, in part since the maturity date of such term loan is over two years in excess of the maturity date of our loan to Valhi.
|
- 29 -
As part of such presentation, our chief financial officer, after consultation with our treasurer and other
members of our management, advised the committee of his belief that the terms of our loan to Valhi are fair and reasonable to us, and are on terms no less favorable than we could otherwise obtain from unrelated parties, and provided the committee
with his recommendation that the committee approve, adopt and ratify our loan to Valhi in all respects.
After considering the information contained in the presentation, including the recommendation of our chief
financial officer, and following further discussion and review by the audit committee, our audit committee determined that the terms of our loan to Valhi are fair and reasonable to us, and are on terms no less favorable than we could otherwise obtain
from unrelated parties, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified our loan to Valhi in all respects.
Data Recovery Program. We and Contran participate in a combined information technology data recovery program that Contran provides from a data recovery center that it established. Pursuant to the program, Contran and certain of
its subsidiaries and related entities, including us and certain of our subsidiaries and related entities, as a group share information technology data recovery services. The program apportions its costs among the participating companies. We paid
Contran $0.3 million for such services in 2018. We expect that this relationship with Contran will continue in 2019.
In February 2018, our management made a presentation to our audit committee regarding our participation in
the combined data recovery program. Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
|
·
|
The third-party cost of the data recovery program is passed through to the companies participating in the data
recovery program, including us, without markup;
|
|
·
|
Such third-party cost is allocated to the companies participating in the data recovery program, including us, based
on the number of information technology data racks used by each of the companies participating in the data recovery program;
|
|
·
|
The back-up site made available to us under the data recovery program is sufficient and adequate for our purposes;
and
|
|
·
|
The benefits to our participating in the data recovery program include, among others, the ability to share in the
cost of a third-party, off-site data recovery center at a reduced cost as compared to the cost to be incurred if we were to obtain a third-party, off-site data recovery center by ourselves, as well as the shared administration of the
third-party, off-site data recovery center as compared to the cost of administering such a site by ourselves.
|
As part of such presentation, our chief financial officer, after consultation with other members of our
management, advised the committee of his belief that our participation in the data recovery program, including the allocation of its costs among us and the other entities participating in the data recovery program, is fair and reasonable to us, and
is on terms no less favorable than we could otherwise obtain from unrelated parties, and provided the committee with his recommendation that the committee approve, adopt and ratify our participation in the data recovery program in all respects.
After considering the information contained in the presentation, including the recommendation of our chief financial officer, and following
further discussion and review by the audit committee, our audit committee determined that our participation in the data recovery program is fair and reasonable to us, and is on terms no less favorable than we could otherwise obtain from unrelated
parties, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified our participation in the data recovery program in all respects.
- 30 -
Our audit committee of the board of directors is composed of six directors and operates under a written
charter adopted by the board of directors. All members of our audit committee meet the independence standards established by the board of directors and the NYSE and promulgated by the SEC under the Sarbanes-Oxley Act of 2002. Three members of our
audit committee meet the audit committee financial expert requirements under the applicable SEC rules. The audit committee charter is available on our website www.kronostio2.com under the corporate governance section, and our audit committee reviews the adequacy of and compliance with
such charter annually.
Our management is responsible for, among other things, preparing our consolidated financial statements in
accordance with accounting principles generally accepted in the United States of America, or “GAAP,” establishing and maintaining internal control over financial reporting (as defined in Securities Exchange Act Rule 13a-15(f)) and evaluating the
effectiveness of such internal control over financial reporting. Our independent registered public accounting firm is responsible for auditing our consolidated financial statements in accordance with the standards of the PCAOB, and for expressing an
opinion on the conformity of the financial statements with GAAP. Our independent registered public accounting firm is also responsible for auditing our internal control over financial reporting in accordance with such standards and for expressing an
opinion on our internal control over financial reporting.
Our audit committee assists the board of directors in fulfilling its responsibility to oversee
management’s implementation of our financial reporting process and the audits of our consolidated financial statements and our internal control over financial reporting. Our audit committee is directly responsible for the appointment, compensation,
retention and oversight of our independent registered public accounting firm. As part of fulfilling this responsibility, our audit committee engages in an annual evaluation of, among other things, the firm’s qualifications, competence, integrity,
expertise, performance, independence and communications with the committee (including these factors as they relate specifically to the firm’s lead audit engagement partner), and whether the current firm should be retained for the upcoming year’s
audit. Our audit committee discusses with our independent registered public accounting firm the overall scope and plans for the audits they will perform, and the committee meets with the firm throughout the year, both with and without management
being present, to monitor the firm’s execution of and results obtained from their audits. Our audit committee performs other activities throughout the year, in accordance with the responsibilities of the audit committee specified in the audit
committee charter, including the approval or ratification of certain related party transactions in accordance with the terms of our RPT Policy, as discussed above in the Certain Relationships and Transactions section in this proxy statement.
In its oversight role, our audit committee reviewed and discussed our audited consolidated financial
statements and our internal control over financial reporting with management and with PwC, our independent registered public accounting firm for 2018. Management and PwC indicated that our consolidated financial statements as of and for the year
ended December 31, 2018 were fairly stated in accordance with GAAP and that our internal control over financial reporting was effective as of December 31, 2018. Our audit committee discussed with PwC and management the significant accounting
policies used and significant estimates made by management in the preparation of our audited consolidated financial statements, and the overall quality of management’s financial reporting process. Our audit committee and PwC also discussed any
issues deemed significant by PwC or the committee, including the matters required to be discussed pursuant to the standards of the PCAOB, the rules of the SEC and other
applicable regulations. PwC has provided to our audit committee written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit
committee concerning independence, and our audit committee discussed with PwC the firm’s independence. Our audit committee also concluded that
PwC’s provision of other permitted non-audit services to us and our related entities is compatible with PwC’s independence.
Based upon the foregoing considerations, our audit committee recommended to the board of directors that
our audited consolidated financial statements be included in our 2018 Annual Report on Form 10-K for filing with the SEC.
The members of our audit committee submit the foregoing report as of March 11, 2019.
|
Cecil H. Moore, Jr.
Chairman of our Audit Committee
|
Meredith W. Mendes
Member of our Audit Committee
|
|
|
Keith R. Coogan
Member of our Audit Committee
|
Thomas P. Stafford
Member of our Audit Committee
|
|
|
John E. Harper
Member of our Audit Committee
|
R. Gerald Turner
Member of our Audit Committee
|
- 31 -
Independent Registered Public Accounting Firm. PwC served as our independent registered public accounting firm for the year ended December 31, 2018. Our audit committee has appointed PwC to review our quarterly unaudited condensed
consolidated financial statements to be included in our Quarterly Report on Form 10‑Q for the first quarter of 2019. We expect PwC will be considered for appointment to:
|
·
|
review our quarterly unaudited condensed consolidated financial statements to be included in our Quarterly Reports
on Form 10-Q for the second and third quarters of 2019 and the first quarter of 2020; and
|
|
·
|
audit our annual consolidated financial statements and internal control over financial reporting for the year
ending December 31, 2019.
|
Representatives of PwC are not expected to attend our 2019 annual stockholder meeting.
Fees Paid to PricewaterhouseCoopers LLP. The following table shows the aggregate fees that our audit committee has authorized and PwC has billed or is expected to bill to us for services rendered for 2017 and 2018. Additional fees
for 2018 may subsequently be authorized and paid to PwC, in which case the amounts disclosed below for fees paid to PwC for 2018 would be adjusted to reflect such additional payments in our proxy statement relating to next year’s annual stockholder
meeting. In this regard, we have similarly adjusted the audit fees shown for 2017 from the amounts disclosed in our 2018 proxy statement.
|
Type of Fees
|
2017
|
2018
|
||||||
|
(in thousands)
|
||||||||
|
Audit Fees (1)
|
$
|
3,330
|
$
|
3,620
|
||||
|
Audit-Related Fees (2)
|
237
|
67
|
||||||
|
Tax Fees (3)
|
33
|
6
|
||||||
|
All Other Fees
|
-0-
|
-0-
|
||||||
|
Total
|
$
|
3,600
|
$
|
3,693
|
||||
|
(1)
|
Fees for the following services:
|
| (a) |
audits of consolidated year-end financial statements for each year and, as applicable, of internal control over financial reporting;
|
| (b) |
reviews of the unaudited quarterly financial statements appearing in Forms 10-Q for each of the first three quarters of each year;
|
| (c) |
consents and/or assistance with registration statements filed with the SEC;
|
| (c) |
normally provided statutory or regulatory filings or engagements for each year; and
|
| (d) |
the estimated out-of-pocket costs PwC incurred in providing all of such services, for which PwC is reimbursed.
|
|
(2)
|
Fees for assurance and related services reasonably related to the audit or review of financial statements for each
year. These services included accounting consultations and attest services concerning financial accounting and reporting standards and advice concerning internal control over financial reporting, as applicable.
|
|
(3)
|
Permitted fees for tax compliance, tax advice and tax planning services.
|
Preapproval Policies and Procedures. For the purpose of maintaining the independence of our independent registered public accounting firm, our audit committee has adopted policies and procedures for the preapproval of audit and
other permitted services the firm provides to us or any of our subsidiaries. We may not engage the firm to render any audit or other permitted service unless the service is approved in advance by our audit committee pursuant to the committee’s
preapproval policy. Pursuant to the policy:
- 32 -
|
·
|
the committee must specifically preapprove, among other things, the engagement of our independent registered public
accounting firm for audits and quarterly reviews of our financial statements, services associated with certain regulatory filings, including the filing of registration statements with the SEC, and services associated with potential business
acquisitions and dispositions involving us; and
|
|
·
|
for certain categories of other permitted services provided by our independent registered public accounting firm,
the committee may preapprove limits on the aggregate fees in any calendar year without specific approval of the service.
|
These other permitted services include:
|
·
|
audit-related services, such as certain consultations regarding accounting treatments or interpretations and
assistance in responding to certain SEC comment letters;
|
|
·
|
audit-related services, such as certain other consultations regarding accounting treatments or interpretations,
employee benefit plan audits, due diligence and control reviews;
|
|
·
|
tax services, such as tax compliance and consulting, transfer pricing, customs and duties and expatriate tax
services; and
|
|
·
|
assistance with corporate governance matters and filing documents in foreign jurisdictions not involving the
practice of law.
|
The policy also lists certain services for which the independent auditor is always prohibited from providing us under
applicable requirements of the SEC or the PCAOB.
Pursuant to the policy, our audit committee has delegated preapproval authority to the chairman of the
committee or his designee to approve any fees in excess of the annual preapproved limits for these categories of other permitted services provided by our independent registered public accounting firm. The chairman must report any action taken
pursuant to this delegated authority at the next meeting of the committee.
For 2018, our audit committee preapproved all of PwC’s services provided to us or any of our subsidiaries
in compliance with our preapproval policy without the use of the SEC’s de minimis exception to such preapproval requirement.
- 33 -
NONBINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION
Background. Pursuant to Section 14A of the Securities Exchange Act, a publicly held company is required to
submit to its stockholders a nonbinding advisory vote to approve the compensation of its named executive officers, commonly known as a “Say-on-Pay” proposal. At our 2018 Annual Meeting our stockholders approved, on a nonbinding advisory basis, an
annual Say-on-Pay. The next nonbinding stockholder advisory vote on the frequency of a Say-on-Pay proposal will be at our 2023 Annual Meeting of Stockholders.
Say-on-Pay Proposal. This proposal affords our stockholders the opportunity to submit a nonbinding advisory vote on our named executive officer compensation. The Compensation Discussion and Analysis section, the tabular disclosure
regarding our named executive officer compensation and the related disclosure in this proxy statement describe our named executive officer compensation and the compensation decisions made by our management and our management development and
compensation committee of the board of directors with respect to our named executive officers. This proposal is not intended to address any specific element of compensation of our named executive officers as described in this proxy statement, but
the compensation of our named executive officers in general. Our board of directors requests that each stockholder cast a nonbinding advisory vote to adopt the following
resolution:
RESOLVED, that, by the affirmative vote of the holders of the majority of the outstanding shares present in person or
represented by proxy at the 2019 annual stockholder meeting and entitled to vote on the subject matter, the stockholders of Kronos Worldwide, Inc. approve, on a nonbinding advisory basis, the compensation of its executive officers named in the 2018 Summary Compensation Table in the 2019 annual meeting proxy statement of Kronos
Worldwide, Inc. as such compensation is disclosed in the proxy statement pursuant to the executive compensation disclosure rules of the U.S. Securities and Exchange Commission, which disclosure includes the compensation discussion and analysis, the
compensation tables and any related disclosure in the proxy statement.
Effect of the Proposal. The Say-on-Pay proposal is nonbinding and advisory. Our stockholders’ approval or disapproval of this proposal will not require
our board of directors, its management development and compensation committee or our management to take any action regarding our executive compensation practices.
Vote Required. Because this proposal is a nonbinding advisory vote, there is no minimum requisite vote to approve the Say-on-Pay proposal. The proposed resolution provides that the affirmative vote of the holders of the majority of the outstanding shares present in person or represented by proxy at the 2019 annual stockholder meeting and entitled to vote on the subject matter will be the requisite
vote to adopt the resolution and approve the compensation of our named executive officers as such compensation is disclosed in this proxy statement. Accordingly, abstentions will be counted as represented and entitled to vote and will therefore
have the effect of a negative vote. Broker/nominee non-votes will not be counted as entitled to vote and will have no effect on this proposal.
Valhi and NLKW have each indicated their intention to have their shares of our common stock represented at
the meeting and to vote such shares FOR the Say-on-Pay proposal and adoption of the resolution that approves the compensation of our named executive officers as described in this proxy statement. If Valhi alone attends the meeting in person or by proxy and votes as indicated, the meeting will have a quorum present and the stockholders will adopt the resolution and approve the nonbinding advisory Say-on-Pay
proposal.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SAY-ON-PAY PROPOSAL AS SET FORTH IN THE NONBINDING ADVISORY RESOLUTION APPROVING OUR NAMED EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT.
The board of directors knows of no other business that will be presented for consideration at the annual
meeting. If any other matters properly come before the meeting, the persons designated as agents in the enclosed proxy card will vote on such matters in their discretion.
- 34 -
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 is included as part
of the annual report made available to our stockholders with this proxy statement and may also be accessed on our website at www.kronostio2.com.
Stockholders who share an address and hold shares through a brokerage firm or other nominee may receive
only one copy of the notice of internet availability of proxy materials. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. A number of brokerage
firms have instituted householding. You should notify your brokerage firm or other nominee if:
|
·
|
you no longer wish to participate in householding and would prefer to receive a separate notice of internet
availability of proxy materials; or
|
|
·
|
you receive multiple copies of the notice of internet availability of proxy materials at your address and would
like to request householding of our communications.
|
To obtain copies of our 2018 Annual Report to Stockholders or this proxy statement without charge, please
mail your request to the attention of Clarence B. Brown, III, corporate secretary, at Kronos Worldwide, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700,
Dallas, Texas 75240-2697, or call him at 972.233.1700.
Kronos Worldwide, Inc.
Dallas, Texas
March 25, 2019
- 35 -
Kronos Worldwide, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240‑2697
KRONOS WORLDWIDE, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KRONOS
WORLDWIDE, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS — MAY 15, 2019
The undersigned hereby appoints Robert D. Graham, Gregory M. Swalwell and Clarence B. Brown III, and
each of them, proxy for the undersigned, with full power of substitution, to vote on behalf of the undersigned at the 2019 Annual Meeting of Stockholders (the “Meeting”) of Kronos Worldwide, Inc., a Delaware corporation (“Kronos Worldwide”), to be
held at Kronos Worldwide’s corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697 on Wednesday, May 15, 2019, at 10:00 a.m. (local time), and at any adjournment or postponement of the Meeting, all of the
shares of common stock, par value $0.01 per share, of Kronos Worldwide standing in the name of the undersigned or that the undersigned may be entitled to vote on the proposals set forth, and in the manner directed, on this proxy card.
THIS PROXY AUTHORIZATION MAY BE REVOKED AS SET FORTH IN THE PROXY STATEMENT THAT
ACCOMPANIED THIS PROXY CARD.
The agents named on this proxy card, if this card is properly executed, will vote in the manner
directed on this card. If this card is properly executed but no direction is given with respect to the election of one or more nominees named on the reverse side of this card or proposal 2 (Say-on-Pay), the agents will vote “FOR” each such nominee
for election as a director and “FOR” proposal 2. To the extent allowed by applicable law, the agents will vote in their discretion on any other matter that may properly come before the Meeting and any adjournment or postponement thereof.
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE.
PLEASE
DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.
Important Notice Regarding the Availability of Proxy Materials
for the
Annual Stockholder Meeting to Be Held on May 15, 2019.
The proxy statement and annual report to stockholders
(Including Kronos Worldwide’s Annual Report on Form
10-K for the fiscal year ended December 31, 2018 are available at www.viewproxy.com/KronosWorldwide/2019.
|
The Board recommends a vote FOR Proposal 2.
PLEASE MARK YOUR VOTE IN BLUE
OR BLACK INK AS SHOWN HERE ☒
|
1. Director Nominees:
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
|
FOR
|
WITHHOLD
|
FOR
|
WITHHOLD
|
|||
|
01 – Loretta J. Feehan
|
☐
|
☐
|
05 – Cecil H. Moore, Jr.
|
☐
|
☐
|
|
|
02 – Robert D. Graham
|
☐
|
☐
|
06 – Thomas P. Stafford
|
☐
|
☐
|
|
|
03 – John E. Harper
|
☐
|
☐
|
07 – R. Gerald Turner
|
☐
|
☐
|
|
|
04 – Meredith W. Mendes
|
☐
|
☐
|
|
|
|
|
2. Nonbinding advisory vote approving named executive officer compensation.
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting and
any adjournment or postponement thereof.
|
I plan on attending
the meeting ☐
Please sign exactly as your name(s) appear(s) hereon. Where there is more than one holder,
both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in
partnership name by an authorized person.
|
Signature of Stockholder Date
|
|
|
Signature of Stockholder Date
|
CONTROL NUMBER
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.
CONTROL NUMBER
PROXY VOTING INSTRUCTIONS
Please have your 11 digit control number ready when voting by Internet or
Telephone.
|
(
|
||||
|
INTERNET
Vote Your
Proxy on the Internet: Go to www.AALvote.com/KRO Have your proxy card
Available when you access the
above
website. Follow the prompts to vote your shares.
|
TELEPHONE
Vote Your Proxy by Phone: Call 1 (866) 804-9616
Use any touch-tone telephone to vote your proxy.
Have your proxy card available when you call.
Follow the voting instructions to vote your shares.
|
MAIL
Vote Your Proxy by Mail:
Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope
provided.
|