Valhi, Inc.0000059255false00000592552024-05-232024-05-23

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 23, 2024

VALHI, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-5467

87-0110150

(State or other jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

5430 LBJ FreewaySuite 1700DallasTexas

75240-2620

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(972233-1700

(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):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading
Symbol(s)

    

Name of each exchange on which registered

Common stock

VHI

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The registrant held its 2024 annual meeting of stockholders on May 23, 2024. At the 2024 annual meeting, the registrant’s stockholders voted on the two proposals described in detail in the registrant’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 3, 2024. Stockholders present at the 2024 annual meeting, either in person or by proxy, represented 95.5% of the 28,288,493 shares eligible to vote at the meeting.

Proposal 1: Election of Directors

The registrant’s stockholders elected Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, W. Hayden McIlroy, Gina A. Norris, Michael S. Simmons and Mary A. Tidlund as directors. Each director nominee received votes “For” his or her election from at least 93.8% of the shares eligible to vote at the annual meeting.

Proposal 2:

Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation

The registrant’s stockholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2024 proxy statement. The resolution received the approval from 93.2% of the shares eligible to vote at the annual meeting.

Item 7.01

Regulation FD Disclosure.

The registrant hereby furnishes the information set forth in its press release issued on May 23, 2024, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Item No.

Description

99.1

Press release dated May 23, 2024 issued by the registrant.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

3

Valhi, Inc.

(Registrant)

By:

/s/ Amy A. Samford

Date: May 23, 2024

Amy A. Samford
Executive Vice President and
Chief Financial Officer

Graphic

VALHI ANNOUNCES QUARTERLY CASH DIVIDEND AND

RESULTS OF ANNUAL STOCKHOLDER MEETING

DALLAS, TEXAS . . . May 23, 2024 . . . Valhi, Inc. (NYSE:  VHI) announced today that its board of directors has declared a regular quarterly dividend of eight cents ($0.08) per share on its common stock, payable on June 27, 2024 to stockholders of record at the close of business on June 10, 2024.

Valhi also announced that at its annual stockholder meeting held on May 23, 2024, its stockholders:

elected each of Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, W. Hayden McIlroy, Gina A. Norris, Michael S. Simmons and Mary A. Tidlund as a director for a one-year term; and
adopted a resolution that approved, on a nonbinding advisory basis, the compensation of its named executive officers as disclosed in the proxy statement for the 2024 annual stockholder meeting.

Valhi, Inc. is engaged in the chemicals (TiO2), component products (security products and recreational marine components) and real estate management and development industries.

* * * * *

Investor Relations Contact

Bryan A. Hanley

Senior Vice President and Treasurer

Tel. 972-233-1700


v3.24.1.1.u2
Document and Entity Information
May 23, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date May 23, 2024
Entity Registrant Name Valhi, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 1-5467
Entity Tax Identification Number 87-0110150
Entity Address, Address Line One 5430 LBJ Freeway
Entity Address, Adress Line Two Suite 1700
Entity Address, City or Town Dallas
Entity Address State Or Province TX
Entity Address, Postal Zip Code 75240-2620
City Area Code 972
Local Phone Number 233-1700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock
Trading Symbol VHI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000059255
Amendment Flag false

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