Chemours Co
For the period ended May 21, 2024. Filed Apr 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2024 · Filed Apr 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒Filed by a Party other than the Registrant☐
| | | Check the appropriate box: | | | ||||
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| | | ☐ | | | | Preliminary Proxy Statement | | |
| | | ☐ | | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | |
| | | ☒ | | | | Definitive Proxy Statement | | |
| | | ☐ | | | | Definitive Additional Materials | | |
| | | ☐ | | | | Soliciting Material under §240.14a-12 | | |
THE CHEMOURS COMPANY
(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. | | |
| | | ☐ | | | | Fee paid previously with preliminary materials. | | |
| | | ☐ | | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 | | |
| | | | 1007 Market Street Wilmington, Delaware 19801 | |
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April 11, 2024
Dear Fellow Shareholders:
Thank you for your continued investment in Chemours. The Board of Directors recognizes the commitment and support of our key stakeholders, including our many long-term shareholders, and does not take this for granted.
Following a period that presented both challenges, and important Board actions and management transitions, the Board is highly focused on engagement and transparency and earning the continued support of our stakeholders. The Board is confident in the future of our business and committed to ensuring our business is run in a manner that will enable Chemours to reach its full potential.
As described in more detail in the summary section of this proxy statement, the Board has taken decisive actions in response to an internal review led by the Audit Committee with the assistance of independent outside counsel. These actions included swiftly announcing leadership changes after placing three members of senior management on administrative leave in late February.
On March 22, 2024, the Board appointed Denise Dignam as President and Chief Executive Officer. As a long-tenured senior executive, Denise has been instrumental to Chemours and has led both our Titanium Technologies and Advanced Performance Materials businesses, which combined were more than 68% of our Net Sales in 2023. The Board has also appointed Matt Abbott to serve as Interim Chief Financial Officer while we continue a comprehensive search for a permanent CFO. At Chemours, Matt has served in senior officer roles across operational, accounting and internal audit functions, and possesses valuable prior experience as an audit partner.
The Board has a longstanding and ongoing commitment to refreshment. As a result, we have added two independent directors to the Board within the last six months. In November 2023, we welcomed Alister Cowan to the Board, a distinguished financial expert with over thirty years of experience in financial operations and corporate development. Additionally, in February 2024, Pamela Fletcher joined the Board, bringing valuable perspectives related to developing and commercializing innovative products.
As we look ahead, commitment to safety in our products and operations will remain a fundamental value at Chemours. As a result of previous years’ self-evaluation processes and in furtherance of our commitment to comprehensive, enterprise-wide risk management, the Board created a new standing committee for environmental, health, and safety and operational performance topics. This committee structure will enhance and support the Board in oversight of these topics, and its formation aligns with our dedication to safety and operational excellence at every Chemours facility.
I would like to thank our employees for their hard work and dedication, and our customers for their continued support.
On behalf of your Board of Directors, I invite you to attend our 2024 Annual Meeting of Shareholders on May 21st, 2024. The attached Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement contain information about the business to be conducted at the Meeting.
Sincerely,
Dawn L. Farrell
Chair of the Board
| | Notice of 2024 Annual Meeting of Shareholders | | | 1007 Market StreetWilmington, Delaware 19801 | |
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| | Time and Date: | | | | Place: | | | | Record date: | |
| | May 21, 2024, 10:00 a.m. ET | | | | Virtual Only — No Physical Meeting Location | | | | April 3, 2024 | |
The Annual Meeting of Shareholders for The Chemours Company (the “Company”) will be held virtually on May 21, 2024 at 10:00 a.m. Eastern Time (including any adjournments or postponements) for the following purposes:
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| | To elect nine director nominees named in the accompanying Proxy Statement to serve one- year terms expiring at the Annual Meeting of Shareholders in 2025; | | | To hold a non-binding advisory vote to approve the compensation of our named executive officers; | | | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024; and | | | To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements. | |
| | IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUALMEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2024: The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders,Proxy Statement and Annual Report are available at www.allianceproxy.com/chemours/2024 | |
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Only shareholders of record at the close of business on April 3, 2024 are entitled to notice of, and to vote at, the Annual Meeting, and any adjournments or postponements of the Annual Meeting.
By Order of the Board of Directors
Kristine M. Wellman
Senior Vice President, General Counsel &
Corporate Secretary
April 11, 2024
Your vote is important. Even if you plan to attend the Annual Meeting, we still encourage you to submit your proxy via Internet, telephone or mail prior to the meeting. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described under “Can I revoke a proxy?” and “Can I change my vote after I have delivered my proxy?” in the “General Information About the Meeting” section of the attached Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.