Tronox Holdings plc

For the period ended Apr 28, 2026. Filed Mar 19, 2026.

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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.

Apr 28, 2026 · Filed Mar 19, 2026

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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Dear Fellow Shareholder:

On behalf of Tronox’s entire Board of Directors, I am pleased to invite you to the 2026 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 2025 was severalfold:

•	Continuing to navigate an unprecedented industry downturn caused by prolonged weakness in 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.

•	Ensuring the Company has a disciplined cost management approach. Our efforts resulted in meaningfully reduced 2025 capital expenditures and the implementation of a sustainable cost improvement plan that delivered over $90 million in annualized savings by year end 2025 and is expected to deliver annualized savings of $125-$175 million by the end of 2026.

•	Prudently investing in our mineral sands portfolio which resulted in the completion of two major South African mining projects that we believe will deliver years of high-value minerals.

•	Advancing our rare-earth strategy as the Board believes the Company is uniquely positioned to play a significant role across the rare earth value chain.

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 April 28, 2026.

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,

Ilan Kaufthal

Chair of the Board

NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF TRONOX HOLDINGS PLC

(Registered Company No. 11653089)

Date:	April 28, 2026
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 3, 2026
Meeting Agenda:	1.	Election of each of the eight 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, 2025 included in Appendix A to this Proxy Statement (the “Annual Report and Accounts”).
	5	Approve our U.K. directors’ remuneration policy, included in the directors’ remuneration report contained in the Annual Report and Accounts and included in Appendix A to this Proxy Statement (the “Directors’ Remuneration Policy”).
	6.	Approve on a non-binding advisory basis our U.K. directors’ remuneration report (other than the part containing the Directors’ Remuneration Policy) for the fiscal year ended December 31, 2025, contained in the Annual Report and Accounts and included in Appendix A to this Proxy Statement (the “Directors’ Remuneration Report”).
	7.	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.
	8.	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.
	9.	Authorize the Board to allot shares.
	10.	Authorize the Board to allot shares without rights of pre-emption.
	11.	Approve forms of share repurchase contracts and share repurchase counterparties.
	12.	Approve an amendment to the Tronox Holdings Amended and Restates Management Equity Incentive Plan for the sole purpose of increasing the authorized shares thereunder.

Resolutions 1-9, 11 and 12 are proposed as ordinary resolutions. Resolution 10 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 2026 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 2026 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 2026 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 19, 2026.

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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