kwi8k021914.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549
 

 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported)
February 19, 2014
 
Kronos Worldwide, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
1-31763
76-0294959
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
     
5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240-2697
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code
(972) 233-1700
 
     
 
(Former name or former address, if changed since last report.)
  
 
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 (see General Instruction A.2):
 
o
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))


 
 
 

Item 5.01
Change in Control of the Registrant

The disclosure set forth in the Schedule 13D regarding the registrant’s common stock and filed by NL Industries, Inc., Valhi, Inc., Valhi Holding Company, Dixie Rice Agricultural Corporation, Inc., Contran Corporation (“Contran”), Harold Simmons Foundation, Inc., Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons with the U.S. Securities and Exchange Commission on February 3, 2014 reporting a change in control of the registrant on December 28, 2013 is incorporated herein by reference.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)           Effective February 19, 2013, the registrant’s board of directors elected Bobby D. O’Brien as vice chairman of the board, president and chief executive officer and Steven L Watson as chairman of the board, each to serve at the pleasure of the board of directors.  Mr. Watson was formerly the registrant’s vice chairman of the board and chief executive officer and Mr. O’Brien was formerly the registrant’s president.

As already disclosed in the registrant’s filings with the U.S. Securities and Exchange Commission, Mr. O’Brien is an employee of Contran, a privately held parent of the registrant, and provides his services to the registrant under an intercorporate services agreement with the registrant.  For a description of the intercorporate services agreement, see “Certain Relationships and Transactions” in the registrant’s 2013 proxy statement filed as a Definitive Schedule 14A with the U.S. Securities and Exchange Commission on March 27, 2013, which description is incorporated herein by reference.  In addition, for a discussion of potential conflicts of interest of officers who serve more than one corporation, see “Certain Relationships and Transactions” in the proxy statement, which discussion is also incorporated herein by reference.

Mr. O’Brien, age 56, served as the registrant’s president since May 2013 and previously served as the registrant’s executive vice president since February 2013.  He also has served as a director and executive vice president of CompX International Inc. and executive vice president NL Industries, Inc., each a publicly held affiliate of the registrant, since May 2013.  From 2009 to 2012, he served as chief executive officer of Titanium Metals Corporation, a former publicly held affiliate of the registrant, and as its president from prior to 2009 to 2012.  Mr. O’Brien has served as chief financial officer and vice president of Valhi, Inc., a publicly held affiliate of the registrant, and Contran since prior to 2009.  Mr. O’Brien has served in financial and accounting positions with various companies related to the registrant and Contran since 1988.

(d)           Effective February 19, 2014, the registrant’s board of directors increased the size of its board from seven to eight and elected Loretta J. Feehan and Bobby D. O’Brien to fill an existing vacancy and the newly created vacancy, each to serve as a director until her or his successor is elected and qualified or her or his earlier resignation, removal or death.

 
 
 

SIGNATURE


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.

 
KRONOS WORLDWIDE, INC.
 
(Registrant)
   
   
   
   
 
By:         /s/ A. Andrew R. Louis                                                           
Date:  February 21, 2014
A. Andrew R. Louis
Vice President and Secretary