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 earliest event reported): May 21, 2013

 

 

TRONOX LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Western Australia, Australia		1-35573		98-1026700
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Stamford Plaza

263 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

(Address of principal executive offices, including Zip Code)

(203) 705-3800

(Registrant’s telephone number, including area code)

n/a

(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:

 

¨	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))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of Tronox Limited was held on May 21, 2013. At the annual meeting, shareholders voted in favor of (i) the re-election of the directors listed below; (ii) the Tronox Limited Annual Performance Plan; (iii) the appointment of Grant Thorton LLP as our independent registered public auditor, to serve until the earlier of the date that the auditor resigns or is removed; (iv) the compensation of our named executive officers (“the Say-on-Pay Vote”); and (v) an annual Say-on-Pay Vote.

The final voting results are as follows:

1(a). Election of Class A directors:

 

Nominee		Votes For				Votes Against				Votes Withheld/Abstentions				Broker Non- Votes				Total Unvoted Shares
Thomas Casey			40,019,804				0				568,384				11,309,428				23,369,297
Andrew P. Hines			40,526,990				0				61,198				11,309,428				23,396,297
Wayne A. Hinman			39,569,246				0				1,018,942				11,309,428				23,396,297
Ilan Kaufthal			40,009,920				0				578,268				11,309,428				23,396,297
Jeffry N. Quinn			40,457,499				0				130,689				11,309,428				23,396,297
Peter Johnston			39,400,231				0				1,187,957				11,309,428				23,396,297

1(b). Election of Class B directors:

 

Nominee		Votes For				Votes Against				Votes Withheld/Abstentions				Broker Non- Votes				Total Unvoted Shares
Daniel Blue			51,154,280				0				0				0				0
Wim de Klerk			51,154,280				0				0				0				0
Sipho Nkosi			51,154,280				0				0				0				0

2. Approval of the Tronox Limited Annual Performance Bonus Plan:

 

Votes For		Votes Against		Votes Withheld/Abstentions		Broker Non-Votes		Total Unvoted Shares
90,923,702		795,837		22,927		11,309,431		23,369,299

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3. Approval of the appointment of the Company’s independent registered public auditor:

 

Votes For		Votes Against		Votes Withheld/Abstentions		Broker Non-Votes		Total Unvoted Shares
102,890,861		105,527		55,509		0		12,059,868

4. Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:

 

Votes For		Votes Against		Votes Withheld/Abstentions		Broker Non-Votes		Total Unvoted Shares
90,995,837		727,531		19,099		11,309,429.89		23,369,297

5. Approval, on a non-binding advisory basis, of the frequency of the Say-on-Pay Vote:

 

1 Year		2 Years		3 Years		Votes Withheld/Abstentions		Broker Non-Votes		Total Unvoted Shares
90,958,809		93,640		571,223		118,794		11,309,431		23,369,299

 

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SIGNATURES

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.

Date: May 28, 2013

 

 

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