Tronox Holdings plc

For the period ended May 7, 2025. Filed Mar 27, 2025.

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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 7, 2025 · Filed Mar 27, 2025

TROX$2.51-3.8%Stored close · as of Nov 6, 2026

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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. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ 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

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

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Dear Fellow Shareholder:

On behalf of Tronox’s entire Board of Directors, I am pleased to invite you to the 2025 Annual General Meeting of Shareholders of Tronox Holdings plc (“Tronox” or the Company”) in London, England.

From the perspective of myself and the entire Board, our primary focus during 2024 was severalfold:

•	Supporting and mentoring Mr. John D. Romano in his first full year as Tronox’s sole CEO following the retirement of Jean-Francois Turgeon as co-CEO at the beginning of 2024.

•	Navigating difficult market conditions characterized by subdued demand for our principal products --- titanium dioxide (TiO2) and zircon --- coupled with excess supply caused primarily by Chinese dumping of TiO2 in every jurisdiction other than the United States.

•	Continuing to refresh the Board by retaining and onboarding highly qualified board members, with an emphasis on increasing the representation of women on the Board.

•	Exercising oversight of the principle risks of a mining and chemical business like Tronox which we regard as the health and safety of our workers and contractors and the communities in which we operate and the long-term sustainability of our processes.

As we communicated last year at this time, it was the Board’s intention to have 30% female representation by the time of the 2025 annual general meeting of shareholders. In the last year we have recruited two highly qualified individuals with the right balance of experiences, skills and perspective. In 2024 we onboarded Lucrèce Foufopoulos-De Ridder, an individual with extensive international executive leadership experience in the chemicals industry, particularly related to technology and innovation coupled with a passion for sustainability. At the February 2025 Board meeting, we appointed another new Board member, Julie Beck, who as the former CFO of Terex Corporation, brings strong finance and accounting skills together with relevant industry experience. You can read more about Lucrèce, Julie and our other director nominees beginning on page 10 of the Proxy Statement.

Shareholders will have an opportunity to express their support for the Board and our executive leadership team at the Annual General Meeting of Shareholders of Tronox Holdings plc, which will be held at 10:00 a.m. BST on May 7, 2025.

We encourage you to read the Proxy Statement which describes the matters to be voted on at the meeting. Shareholders may vote via the Internet, by telephone or by completing and returning a proxy card. The Board of Directors recommends that you vote FOR all the proposals set forth in the accompanying notice of meeting and Proxy Statement.

On behalf of the Board of Directors, we want to thank you for your continued support of Tronox.

Sincerely,

Chair of the Board

NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF TRONOX HOLDINGS PLC

(Registered Company No. 11653089)

Date:	May 7, 2025
Time:	10:00 am British Summer Time
Location:	6 Waterloo Place, St. James, SW1Y 4AN, London, United Kingdom
Record Date:	5:00 p.m. (U.S. Eastern Daylight Time) on March 10, 2025
Meeting Agenda:	1.	Election of each of the eleven director nominees listed in the accompanying Proxy Statement by separate ordinary resolutions.
	2.	A non-binding advisory vote to approve executive compensation.
	3.	Ratify the appointment of PricewaterhouseCoopers LLP (U.S.) as the Company’s independent registered public accounting firm.
	4.	Receipt of our U.K. audited annual report and accounts and related directors’ and auditor’s reports for the fiscal year ended December 31, 2024 included in Appendix A to this Proxy Statement (the “Annual Report and Accounts”).
	5.	Approve on a non-binding advisory basis our U.K. directors’ remuneration report for the fiscal year ended December 31, 2024, contained in the Annual Report and Accounts and included in Appendix A to this Proxy Statement (the “Directors’ Remuneration Report”).
	6.	Re-appoint PricewaterhouseCoopers LLP (“PwC U.K.”) as our U.K. statutory auditor under the U.K. Companies Act 2006 to hold office from the conclusion of the Annual Meeting until the conclusion of the next general meeting at which the annual report and accounts are laid before the Company.
	7.	Authorize the Board of Directors (the “Board”) or the Audit Committee to determine the remuneration of PwC U.K. in its capacity as the Company’s U.K. statutory auditor.
	8.	Authorize the Board to allot shares.
	9.	Authorize the Board to allot shares without rights of pre-emption.
	10.	Approve forms of share repurchase contracts and share repurchase counterparties.
	11.	Approve on a non-binding advisory basis the frequency of voting on the compensation paid to the Company’s named executive officers.

Resolutions 1-8, 10 and 11 are proposed as ordinary resolutions. Resolution 9 is proposed as a special resolution. The full text of each resolution, the Board’s recommendation on how shareholders should vote on each resolution and certain explanatory notes on each resolution are set out in the accompanying Proxy Statement, which forms part of this notice.

We encourage shareholders to vote as soon as possible. Shareholders of record on the Record Date are entitled to vote in the following ways:

By Internet:	By Telephone:	By Mail:
You can vote your shares online at www.proxyvote.com	In the U.S. or Canada, you can vote your shares by calling +1-800-690-6903.	You can vote by mail by marking, dating and signing your proxy card and returning it in the business reply envelope to Tronox Holdings plc, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901 U.S.A.

A shareholder of record is entitled to appoint more than one proxy in relation to the 2025 Annual Meeting (provided that each proxy is appointed to exercise the rights attached to different ordinary shares). Such proxy need not be a shareholder of record, but must attend the 2025 Annual Meeting and vote as the shareholder of record instructs for such vote to be counted. The proxy may exercise all or any of a shareholder’s right to attend, ask questions and vote at the 2025 Annual Meeting and need not be a shareholder of Tronox Holdings plc.

This Notice of Annual General Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about March 27, 2025.

By Order of the Board of Directors,

Senior Vice President,

General Counsel and Secretary

Registered Office: Laporte Road, Stallingborough, Grimsby, North East Lincolnshire, DN40 2PR, United Kingdom

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.