Tronox (TROX) Proxy filing summary

Executive summary

• 2025 was marked by a challenging market environment, with decreased demand for TiO2 and zircon, and continued price pressure from Chinese exports despite global antidumping measures.

• Strategic initiatives included commissioning new mining projects in South Africa, advancing rare earth supply chain development, and implementing a Sustainable Cost Improvement Program yielding $90 million in annualized savings, with a target of $125–$175 million by end of 2026.

• Liquidity was strengthened through a $400 million bond offering and a 60% reduction in the quarterly dividend to preserve cash.

• The company advanced its rare earth strategy, securing financing support and acquiring a 5% stake in Lion Rock Minerals.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors, a non-binding say-on-pay vote, ratification of PwC as auditor, receipt of the annual report, approval of directors’ remuneration policy and report, re-appointment and remuneration of the UK statutory auditor, authorization to allot shares (with and without pre-emption rights), approval of share repurchase contracts and counterparties, and an amendment to increase shares under the equity incentive plan.

Board of directors and corporate governance

• The board comprises eight members, five of whom are independent; diversity and skills matrices are regularly reviewed.

• Governance highlights include separation of Chair and CEO roles, annual director elections, fully independent committees, share ownership requirements, anti-hedging and clawback policies, and annual board/committee self-evaluations.

• Cristal, the largest shareholder, retains the right to nominate two directors.