Venator Materials PLC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-07-02: Form 8-K; Period of report 2021-06-30; Description 8.01 Other Events; Details 8.01.
- 2021-06-11: Form 8-K; Period of report 2021-06-10; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-05-06: Form 8-K; Period of report 2021-05-06; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2021-02-24: Form 8-K; Period of report 2021-02-24; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-07-02 | 8-K | 2021-06-30 | 8.01 Other Events | 8.01 On June 30, 2021, being the last day of the second fiscal quarter of Venator Materials PLC (the “Company”) and the date on which the Company’s qualification as a “foreign private issuer” is measured under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act), the Company determined that it qualifies as a foreign private issuer. | tm2121225d1_8k.htm |
| 2021-06-11 | 8-K | 2021-06-10 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The 2021 Annual General Meeting of Shareholders (the “AGM”) of Venator Materials PLC (the “Company”) was held on June 10, 2021. | tm2119483d1_8k.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, we issued a press release announcing our results for the three months ended March 31, 2021. | tm2115268d1_8k.htm |
| 2021-02-24 | 8-K | 2021-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2021, we issued a press release announcing our results for the three months and year ended December 31, 2020. | tm217719d1_8k.htm |
| 2021-02-11 | 8-K | 2021-02-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 11, 2021, the Board of Directors (the “Board”) of Venator Materials PLC (the “Company”) increased the size of the Board from seven to eight directors and appointed Vir Lakshman, age 61, to fill the vacancy created by the expansion of the Board. 7.01 On February 11, 2021, the Company issued a press release titled “Venator Board Appoints New Director.” The press release is furnished herewith as Exhibit 99.1. | tm216276d1_8k.htm |
| 2021-01-04 | 8-K | 2020-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On December 31, 2020, the Board of Directors (the “Board”) of Venator Materials PLC (the “Company”) elected Barry B. Siadat, Aaron C. Davenport and Heike van de Kerkhof as new members of the Board. 7.01 On January 4, 2021, Venator Materials PLC issued a press release titled “Venator Board Elects Three New Directors.” The press release is furnished herewith as Exhibit 99.1 . | tm211406d1_8k.htm |
| 2020-12-23 | 8-K | 2020-12-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company terminated the Venator Executive Elective Deferral Plan (the “Executive EDP”), effective December 31, 2020, following a change of control as defined by Internal Revenue Code section 409A, and determined to pay all amounts accrued to the participants in the Executive EDP. | tm2039160d1_8k.htm |
| 2020-12-23 | 8-K | 2020-12-23 | 7.01 Regulation FD Disclosure | tm2039160d2_8k.htm | |
| 2020-12-16 | 8-K/A | 2020-12-09 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 Effective December 9, 2020, the Board of Directors of the Company approved a plan to implement a restructuring program at certain of its manufacturing facilities in Germany as part of its recently announced 2020 Business Improvement Program. | tm2038475-2_8k.htm |
| 2020-12-15 | 8-K | 2020-12-09 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 Effective December 9, 2020, the Board of Directors of Venator Materials PLC (the “Company”) approved a plan to implement a restructuring program at certain of its manufacturing facilities in Germany as part of its recently announced 2020 Business Improvement Program. | tm2038475d1_8k.htm |
| 2020-11-05 | 8-K | 2020-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2020, we issued a press release announcing our results for the three months ended September 30, 2020. | tm2035017d1_8k.htm |
| 2020-09-02 | 8-K | 2020-08-28 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 After a detailed and careful review of our company’s audit needs, on August 28, 2020, the Audit Committee of the Board of Directors (the “Audit Committee”) of Venator Materials PLC (the “Company”) approved the engagement of Deloitte & Touche LLP, the US member firm of the Deloitte network (“Deloitte US”), as its independent registered public accounting firm for the year ending December 31, 2020, Accordingly, on August 28, 2020, the Audit Committee recommended and approved the dismissal of Deloitte LLP, the UK member firm of the Deloitte network (“Deloitte UK”), as the Company’s independent registered public accounting firm for the year ending December 31, 2020. | tm2030094-1_8k.htm |
| 2020-08-28 | 8-K | 2020-08-28 | 7.01 Regulation FD Disclosure | tm2029827-1_8k.htm | |
| 2020-08-19 | 8-K | 2020-08-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under “Item 1.01. | tm2028957-1_8k.htm |
| 2020-08-04 | 8-K | 2020-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2020, we issued a press release announcing our results for the three months ended June 30, 2020. | tm2026419d1_8k.htm |
| 2020-06-19 | 8-K | 2020-06-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 As described in Item 5.07 below, on June 18, 2020 at the 2020 Annual General Meeting of Shareholders (the “Annual Meeting”) of Venator Materials PLC (the “Company”), the Company’s shareholders approved an amendment and restatement to the Venator Materials 2017 Stock Incentive Plan (the “Plan” and as amended and restated, the “Amended and Restated Plan”) in order to, among other items, increase the number of shares reserved for issuance under the plan by 5,000,000 shares. 5.03 As described in Item 5.07 below, at the Annual Meeting, the Company’s shareholders approved an amendment and restatement of the Company’s Amended and Restated Articles of Association (the “Articles” and as amended and restated, the “Amended and Restated Articles”) to amend and restate article 130.1 therein. 5.07 (a) The Annual Meeting of the Company was held on June 18, 2020. | tm2022922d1_8-k.htm |
| 2020-05-22 | 8-K | 2020-05-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under “Item 1.01. 7.01 On May 22, 2020, the Company issued a press release announcing the closing of the Notes Offering. | tm2020724-1_8k.htm |
| 2020-05-11 | 8-K | 2020-05-08 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On May 8, 2020, the Company issued a press release announcing the pricing of the Notes. | tm2018574d3_8k.htm |
| 2020-05-08 | 8-K | 2020-05-08 | 7.01 Regulation FD Disclosure | 7.01 On May 8, 2020, Venator Materials PLC issued a press release announcing, subject to market and other conditions, that it intends to commence a secured notes offering through its wholly owned subsidiaries, Venator Finance S.à r.l and Venator Materials LLC. | tm2018574d2_8k.htm |
| 2020-05-06 | 8-K | 2020-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2020, we issued a press release announcing our results for the three months ended March 31, 2020. | tm2017909-2_8k.htm |
| 2020-05-01 | 8-K | 2020-04-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective April 29, 2020, Venator Materials PLC (the “Company) and Mahomed Maiter, the Company’s Executive Vice President, Business Operations, entered in to an Amendment to Terms and Conditions of Employment (U.K.) (the “UK Amendment”), amending the Terms and Conditions of Employment (U.K.) previously entered in to by the Company and Mr. Maiter effective December 10, 2018 (the “Existing U.K. Agreement”). | tm2017909d1_8k.htm |
| 2020-02-21 | 8-K | 2020-02-21 | 2.02 Results of Operations and Financial Condition | 2.02 On February 21, 2020, we issued a press release announcing our results for the three months and year ended December 31, 2019. | tm209570d1_8k.htm |
| 2019-11-18 | 8-K | 2019-11-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective November 13, 2019, Venator Materials PLC (the "Company") terminated its pension top-up agreement with Simon Turner, the Company's President and Chief Executive Officer, pursuant to an amendment (the "Amendment") to Mr. Turner's Terms and Conditions of Employment with an affiliate of the Company. | tm1922929d1_8k.htm |
| 2019-11-06 | 8-K | 2019-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2019, we issued a press release announcing our results for the three months ended September 30, 2019. | tm1921799-1_8k.htm |
| 2019-08-06 | 8-K | 2019-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2019, we issued a press release announcing our results for the three months ended June 30, 2019. | a19-16641_18k.htm |
| 2019-06-24 | 8-K | 2019-06-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 — Entry into a Material Definitive Agreement. 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | a19-11543_28k.htm |
| 2019-06-14 | 8-K | 2019-06-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The 2019 Annual General Meeting of Shareholders of Venator Materials PLC (the “Company”) was held on June 11, 2019 (the “Annual Meeting”). | a19-11543_18k.htm |
| 2019-05-09 | 8-K | 2019-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2019, we issued a press release announcing our results for the three months ended March 31, 2019. | a19-9646_18k.htm |
| 2019-02-20 | 8-K/A | 2019-02-20 | 2.02 Results of Operations and Financial Condition | 2.02 On February 20, 2019, Venator Materials PLC filed a Form 8-K reporting the issuance of a press release announcing its results for the three months and year ended December 31, 2018. | a19-5028_18ka.htm |
| 2019-02-20 | 8-K | 2019-02-20 | 2.02 Results of Operations and Financial Condition | 2.02 On February 20, 2019, we issued a press release announcing our results for the three months and year ended December 31, 2018. | a19-5028_18k.htm |
| 2018-12-14 | 8-K | 2018-12-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On December 10, 2018, Jan Buberl resigned from his position as Vice President, Color Pigments of Venator Materials PLC (the “Company”) and all positions and offices he held with the Company’s subsidiaries and affiliates, effective as of December 30, 2018, to pursue other business opportunities. 8.01 In response to the current economic and demand environment, Company management took steps to further reduce fixed costs and improve cash flows, including not replacing Mr. Buberl and eliminating two additional executive officer positions, and implementing more aggressive working capital management. | a18-40230_28k.htm |
| 2018-11-15 | 8-K | 2018-11-14 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On November 14, 2018, the Audit Committee of the Board of Directors (the “Audit Committee”) of Venator Materials PLC (the “Company”) approved the engagement of Deloitte LLP, the UK member firm of the Deloitte network (“Deloitte UK”), as its independent registered public accounting firm for the year ending December 31, 2018, in recognition that the financial operations of the Company are effected primarily in the United Kingdom. | a18-40230_18k.htm |
| 2018-10-30 | 8-K | 2018-10-30 | 7.01 Regulation FD Disclosure | 7.01 On October 30, 2018, Venator Materials PLC (the “Company”) hosted a conference call announcing the Company’s financial results for the quarter ended September 30, 2018. | a18-38226_28k.htm |
| 2018-10-30 | 8-K | 2018-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2018, we issued a press release announcing our results for the three months ended September 30, 2018. | a18-38226_18k.htm |
| 2018-09-12 | 8-K | 2018-09-12 | 7.01 Regulation FD Disclosure | 7.01 On September 12, 2018, Venator Materials PLC issued a press release discussing its intentions regarding its Pori, Finland manufacturing facility. | a18-28140_18k.htm |
| 2018-07-31 | 8-K | 2018-07-31 | 2.02 Results of Operations and Financial Condition | 2.02 On July 31, 2018, we issued a press release announcing our results for the three months ended June 30, 2018. | a18-17965_18k.htm |
| 2018-07-20 | 8-K/A | 2018-05-31 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 In light of these results and in accordance with its previous recommendation in the proxy statement for the 2018 Annual Meeting, the Company’s Board of Directors determined that the Company will hold future Say-on-Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes. | a18-17495_18ka.htm |
| 2018-07-16 | 8-K | 2018-07-16 | 8.01 Other Events | 8.01 On July 16, 2018, Venator Materials PLC (the “Company”) issued a press release announcing that it has reached agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox. | a18-17264_18k.htm |
| 2018-06-04 | 8-K | 2018-05-31 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The 2018 Annual General Meeting of Shareholders of Venator Materials PLC (the “Company”) was held on May 31, 2018 (the “Annual Meeting”). | a18-14839_18k.htm |
| 2018-05-01 | 8-K | 2018-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2018, we issued a press release announcing our results for the three months ended March 31, 2018. | a18-12497_18k.htm |
| 2018-02-23 | 8-K | 2018-02-23 | 2.02 Results of Operations and Financial Condition | 2.02 On February 23, 2018, we issued a press release announcing our results for the three months and year ended December 31, 2017. | a18-6738_18k.htm |
| 2017-12-05 | 8-K | 2017-11-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a17-27084_118k.htm |
| 2017-11-17 | 8-K | 2017-11-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 15, 2017, upon the recommendation of the Compensation Committee, the Board of Directors (the “Board”) of Venator Materials PLC (the “Company”) adopted the Venator Materials PLC Amended and Restated Executive Severance Plan (the “Executive Severance Plan”), which amends and restates the prior plan adopted by the Board on July 13, 2017 (the “Prior Plan”). | a17-27084_38k.htm |
| 2017-10-27 | 8-K | 2017-10-27 | 2.02 Results of Operations and Financial Condition | 2.02 On October 27, 2017, we issued a press release announcing our results for the three months ended September 30, 2017. | a17-24500_18k.htm |
| 2017-09-29 | 8-K | 2017-09-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 28, 2017, the Board of Directors (the “Board”) of Venator Materials PLC (the “Company”) acted to set the size of the Board at six directors and, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Kathy D. Patrick as a director, effective October 1, 2017. | a17-22697_18k.htm |
| 2017-09-15 | 8-K | 2017-09-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 11, 2017, the Board of Directors (the “Board”) of Venator Materials PLC (the “Company”) approved transaction bonuses to be paid to Simon Turner, the Company’s President and Chief Executive Officer, in the amount of $500,000, and to Kurt Ogden, the Company’s Senior Vice President and Chief Financial Officer, and Russ Stolle, the Company’s Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, each in the amount of $400,000, in recognition of their significant contributions to the Company in connection with the Company’s separation from Huntsman Corporation and transactions with respect to the initial public offering by the Company of its ordinary shares. | a17-22087_18k.htm |
| 2017-08-28 | 8-K | 2017-08-28 | 2.02 Results of Operations and Financial Condition | 2.02 On August 28, 2017, we issued a press release announcing our results for the three months ended June 30, 2017. | a17-21011_18k.htm |
| 2017-08-11 | 8-K | 2017-08-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On August 8, 2017, Venator Materials PLC (“Venator”), formerly a wholly-owned subsidiary of Huntsman Corporation (“Huntsman”), completed its initial public offering of 26,105,000 ordinary shares, par value $0.001 per share, which includes 3,405,000 ordinary shares issued upon the exercise in full by the underwriters of their option to purchase additional shares, at a public offering price of $20.00 per share (the “IPO”). 2.03 On August 8, 2017, in connection with the IPO and the Separation, Venator entered into new financing arrangements and incurred new debt, including borrowings of $375 million under a new senior secured term loan facility with a maturity of seven years (the “term loan facility”). | a17-20060_18k.htm |
| 2017-08-07 | 8-K | 2017-08-01 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On August 2, 2017, Venator Materials PLC (“Venator”), entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among Venator, Huntsman International LLC, a Delaware limited liability company (“Huntsman International”), Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Huntsman Netherlands,” and together with Huntsman International, the “Selling Shareholders”), and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the offer and sale of ordinary shares of Venator (the “Ordinary Shares”). 5.02 On August 2, 2017, effective simultaneously with the effectiveness of the Registration Statement, the Board of Directors of Venator (the “Board”) increased the size of the Board by two and appointed Douglas D. Anderson and Daniele Ferrari as members of the Board. 5.03 On August 1, 2017, in connection with the Offering, Venator amended and restated its Articles of Association (as amended and restated, the “Articles of Association”). | a17-12144_138k.htm |