(Exact Name of Registrant as Specified in Its Charter)
Delaware
001-36794
46-4845564
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
Of Incorporation)
File Number)
Identification No.)
1007 Market Street
Wilmington, Delaware 19801
(Address of principal executive offices)
Registrant’s telephone number, including area code: (302)773-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Exchange on Which Registered
Common Stock ($0.01 par value)
CC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Chemours Company (the “Company”) held its annual meeting of shareholders on April 24, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved The Chemours Company 2026 Equity and Incentive Plan (the “Plan”). The Plan provides for grants to employees, independent contractors, or non-employee directors of the Company of different forms of awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards and dividend equivalent rights, with a maximum of 6,375,275 shares reserved for issuance, less one share for every one share of common stock granted under the Prior Plan (as defined in the Plan) between March 2, 2026 and the effective date of the Plan. A description of the Plan is contained in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 10, 2026 and the complete text of the Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on April 24, 2026.
At the Annual Meeting, shareholders:
•
elected all eleven director nominees to serve a one-year term;
•
approved the Company’s annual “say-on-pay” vote on an advisory basis;
•
approved the Plan; and
•
ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.
The final voting results for each proposal were as follows:
Proposal 1 – Election of Directors to Serve One-Year Term
Nominee
For
Against
Abstain
Broker Non-Votes
George R. Brokaw
108,084,939 (95.8%)
4,608,412
122,192
16,493,566
Alister Cowan
111,973,151 (99.3%)
721,042
121,349
16,493,567
Mary B. Cranston
110,697,361 (98.1%)
1,995,663
122,519
16,493,566
Denise M. Dignam
111,929,635 (99.2%)
767,997
117,911
16,493,566
Pamela F. Fletcher
111,849,508 (99.1%)
820,320
145,715
16,493,566
Erin N. Kane
111,472,071 (98.8%)
1,220,958
122,518
16,493,562
Joseph D. Kava
111,986,271 (99.3%)
708,693
120,581
16,493,564
Sean D. Keohane
111,705,234 (99.0%)
990,457
119,856
16,493,562
Courtney R. Mather
111,813,859 (99.1%)
883,596
118,084
16,493,570
Livingston L. Satterthwaite
110,918,582 (98.3%)
1,778,880
118,084
16,493,563
Leslie M. Turner
111,778,533 (99.1%)
890,930
146,080
16,493,566
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation
For
Against
Abstain
Broker Non-Votes
110,058,427
2,527,583
229,523
16,493,576
Proposal 3 – Approval of the Plan
For
Against
Abstain
Broker Non-Votes
108,842,885
3,734,567
238,082
16,493,575
Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm
104 Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
