Chemours Co

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. )

THE CHEMOURS COMPANY

​

(Name of Registrant as Specified in its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

DEAR FELLOW SHAREHOLDERS:

On behalf of the Board of Directors, thank you for your continued trust and investment in Chemours. As a company, we take immense pride in using our deep expertise in chemistry to continuously innovate and deliver mission-critical solutions that are enabling and shaping the future. In 2024, our refreshed business strategy reinvigorated our work to deliver trusted chemistry, make people’s lives better, and help our communities thrive, providing a solid foundation to create sustained value for our shareholders.

NEW LEADERSHIP TEAM AND STRATEGY FOR LONG TERM SUCCESS

With a refreshed leadership team and driven by consistent and effective operational execution, we were pleased to deliver solid financial results in 2024 that demonstrate our positive momentum. We remain confident that our continued focus will drive strong operational and financial performance across our three businesses, and ultimately position Chemours on a pathway to success.

Denise Dignam was appointed CEO in March 2024. She is an experienced and capable executive with over 35 years of experience in the chemical industry and a proven track record of results in her prior positions as President of Chemours’ Titanium Technologies (“TT”) segment and President of the Advanced Performance Materials (“APM”) segment. Shane Hostetter joined as our CFO in July 2024. Shane brings over 20 years of experience and demonstrated capabilities, further solidifying our leadership team. Under their management and direction, Chemours has made significant strides to position the Company for long-term growth.

Our Board of Directors worked closely with Chemours leadership throughout 2024 to review our entire business and listen to and learn from our shareholders and other stakeholders. We outlined a set of renewed core values to guide our work and strengthen our

culture — Safety, Integrity, Partnership, Ownership, and Respect — and developed a renewed corporate strategy that unlocks value for shareholders and builds on our commitments to the customers and communities we serve.

Our refreshed corporate strategy, Pathway to Thrive, is focused around four pillars: Operational Excellence, Enabling Growth, Portfolio Management, and Strengthening the Long Term. Each of these pillars are rooted in our foundation of balanced and disciplined capital allocation. Our strategy is intended to capitalize on the fundamental strengths of our businesses, our incredible talent and competitive differentiators.

We are encouraged by early indications of the new management team’s success in executing our refreshed business strategy, driving operational efficiencies, pursuing growth in high potential end-markets such as semiconductors, data centers, electric vehicle batteries and low global-warming refrigerants, ensuring that our businesses are well-positioned to drive strong results.

We have further solidified our leadership team with the recent appointments of Damián Gumpel as President of Chemours’ TT business and Diane Picho as Chief Enterprise Enablement Officer. Damián’s strategic experience, business leadership and transformation background will allow us to continue to build on the success of our existing TT transformation plan and contribute significantly to advancing our strategy. Diane brings over 40 years of business leadership spanning each of Chemours’ three business segments to this new role and will be focused on accelerating the Operational Excellence and Growth Enablement pillars of our strategy, working across our businesses to deliver results. These management appointments will support ongoing progress on our strategy and create value for our shareholders.

Under management’s leadership and with oversight from the Board of Directors, we took decisive actions and spent considerable time over the past year strengthening our internal controls and procedures. The Audit Committee, under the leadership of its Chair, Curt Anastasio, actively engaged with and oversaw management’s comprehensive workplan for internal control remediation. This work included the establishment of a Remediation Management Office (“RMO”) to monitor progress towards internal control enhancements as well as engagement with external legal, accounting, financial and other consulting, and professional services firms to assist in the development and execution of the comprehensive remediation program. We are pleased to report that we have successfully remediated the material weaknesses that

​ were identified and have concluded that as of December 31, 2024, our internal control over financial reporting is effective.

The Board would like to recognize Curt for his service on the Company’s Board since its founding and his leadership as Chair of the Audit Committee. The Board would also like to thank Guillaume Pepy for his service on the Board, his insights into our international operations and his contributions to the Environmental, Health, Safety & Operations Committee.

The Board continues to remain committed to ensuring we meet the highest standards of governance, financial reporting, and compliance throughout our organization.

LED BY AN EXPERIENCED AND REFRESHED BOARD

We remain committed to continually evaluating our Board composition. Through active and thoughtful Board refreshment we have ensured a diversity of expertise and perspectives are represented in the boardroom, enabling us to better anticipate emerging trends, stay ahead of the market, and implement effective oversight. Since last year’s Annual Meeting, we have welcomed Livingston (Tony) L. Satterthwaite, Joseph D. Kava and Leslie M. Turner to our Board, as new Independent Directors, bringing valuable expertise in global operations, the development and commercialization of new sustainable products, research and development, technological innovation, legal and governance, information technology and cybersecurity. In addition, we have nominated George Brokaw and Courtney Mather to our Board, bringing valuable expertise in finance, capital markets, investments and risk management. These appointments, and the deep experience of our longer serving board members, allow us to span industries, issues, and technologies that are important to the future of Chemours. We believe our Board encompasses a balanced set of diverse skills and experiences to effectively oversee the Company’s business strategy.

More specifically, Tony’s demonstrated expertise in driving innovation and business growth as well as significant experience in global businesses and operations, and Joseph’s proven track record in technology, data centers, sustainability, innovation, operations, and new product introductions are valuable areas of expertise for Chemours as we continue to aggressively advance the Enabling Growth pillar of our Pathway to Thrive business strategy. Additionally, Leslie’s and George’s extensive experience with corporate governance and proven track record of success in navigating complex legal, regulatory, geopolitical and business environments will be beneficial to the Strengthening the Long Term pillar.

COMMITTED TO ACTIVE SHAREHOLDER ENGAGEMENT AND RESPONSIVENESS

We are fortunate to have investors who regularly engage with the Company and share their valuable

perspectives on what we are doing well and how we can continue to improve. As part of our robust outreach and engagement program, led by our independent directors, we met with shareholders collectively representing nearly 50 percent of our outstanding shares throughout the past year to discuss our refreshed strategy, governance priorities and oversight of internal controls.

Based on the Board’s ongoing review of the Company’s corporate governance principles and majority support for similar proposals in 2018 and 2021, we are again submitting a proposal to eliminate our supermajority vote standard with respect to certificate of incorporation and bylaw amendments. We urge all our shareholders to support this proposal.

LEADING RESPONSIBLY

Embedded in our strategy and values is a commitment to operate with the highest standards of responsible business and manufacturing practices including a relentless focus on attracting and retaining best-in-industry talent and positively impacting the communities in which we operate. The Board oversees responsible business practices as integral elements of our strategy and long-term success. Our continued focus on safety excellence allowed us to sustain a strong safety performance exceeding the industry average while continuing to enhance operational efficiency. Notably, we expanded our manufacturing capacity of Teflon™ PFA at our Washington Works facility in West Viriginia, completed capacity expansion for Opteon™ refrigerants at our Corpus Christi facility in Texas, and opened our new state-of-the-art EV battery innovation center in Newark, Delaware as part of our investments in innovation.

I look at this new chapter of Chemours’ growth with deep confidence in the path ahead. The strength of our strategy, along with the dedication and talent of our management team and people, positions us for continued success and long-term shareholder value creation.

On behalf of the Board, I invite you to attend our 2025 Annual Meeting of Shareholders on Tuesday, April 22, 2025. The attached Notice of the 2025 Annual Meeting of Shareholders and Proxy Statement contains information about the business to be conducted at the Meeting. We look forward to continuing the dialogue with you, our shareholders, and thank you for your ongoing support.

Sincerely,

Dawn L. Farrell

Chair of the Board

​

About Chemours

OUR COMPANY

​

Chemours delivers trusted chemistry that is essential to the world.

The Chemours Company is a leading, global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries. Our world-class product portfolio and unmatched expertise in chemistry brings everyday convenience to virtually everything people touch in their daily lives, making our products and the solutions they enable both vital and essential.

Science and technology are the cornerstones of our innovation, with a focus on key markets, including clean energy, advanced electronics and high-performance computing, sustainable cooling, high-quality paints, coatings and laminates. Our customer base includes a diverse set of companies, many of which are leaders in their respective industries.

We are committed to creating value for our customers and stakeholders around the world through innovative and sustainable solutions, using chemistry to help people live better and communities thrive. Our talented and deeply knowledgeable people move our business forward and are Chemours’ greatest advantage in achieving the best outcomes for our business, shareholders and communities.

INDUSTRY LEADING BUSINESSES

OUR CORPORATE STRATEGY

In 2024, we launched our refreshed business strategy, Pathway to Thrive. The strategy focuses on the four key pillars — Operational Excellence, Enabling Growth, Portfolio Management, and Strengthening the Long Term — laying a solid foundation that will enable the Company to generate sustained value for our shareholders. As we drive our strategy and operate our business, we do so guided by our values and our vision to deliver trusted chemistry. Together, our values, vision, and strategy guide and reflect the fundamental strengths of our businesses and our incredible talent.

The Annual Meeting of Shareholders for The Chemours Company (the “Company”) will be held virtually on April 22, 2025, at 10:00 a.m. Eastern Time (including any adjournments or postponements) for the following purposes:

Only shareholders of record at the close of business on February 28, 2025 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

March 20, 2025

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.