Tronox Holdings plc — Proxy Solicitation & Information Statement 2023

Apr 11, 2023

DEFA14A 1 brhc10051233_defa14a.htm DEFA14A Licensed to: Summit Financial Document created using Broadridge PROfile 23.3.1.5138 Copyright 1995 - 2023 Broadridge

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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☐ Definitive Proxy Statement

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TRONOX HOLDINGS PLC

(Name of Registrant as Specified In Its Charter)

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

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2023 1 Tronox 2023 Annual General Meeting of Shareholders May 3, 2023 Supplementary Proxy Material

Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2023 2 Gender Diversity on the Tronox Board of Directors Tronox is committed to having a diverse Board of directors and is proud that 33% of its independent Board members are women Tronox’s Board is comprised of 10 members, four of whom are not independent due to (i) a 24% shareholder having the right to select two Board members; and (ii) Tronox’s co-CEO structure As a result, only 20% of Tronox’s entire Board is gender diverse Tronox’s ability to increase women representation on its Board is limited because the Board has no control on the gender or ethnicity of the Board nominees put forward by the 24% shareholder However, Tronox recognizes the importance to many of its shareholders of achieving 30% representation by women on its Board Hence, Tronox will look to increase the gender diversity of its Board at the next independent director vacancy Tronox’s Independent Board Members