Tronox (TROX) Proxy Filing summary

Executive summary

• 2024 saw challenging market conditions, with subdued demand for TiO2 and zircon, and increased Chinese exports despite global antidumping measures. Net revenues rose to $3.07B, but a net loss of $53M was recorded, improved from a $197M loss in 2023. Cash flow from operations increased to $291M, and liquidity remained strong at $578M at year-end. Significant investments included $135M in South African mining projects and $370M in capital expenditures, with $80M returned to shareholders via dividends. The company maintained industry-leading EBITDA margins and extended debt maturities, with no major repayments due until 2029.

Voting matters and shareholder proposals

• Eleven proposals are up for vote at the 2025 AGM, including election of eleven directors, advisory votes on executive compensation and remuneration report, ratification of PwC as auditor, approval of share allotment and repurchase authorities, and the frequency of say-on-pay votes. The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board is composed of eleven members, with seven independent directors. Recent refreshment increased gender diversity to 27% women, with a target of 30% by the 2025 AGM. Two directors are nominated by the largest shareholder, Cristal Netherlands. Board committees (Audit, HRCC, Governance & Sustainability) are fully independent. The Board separates Chair and CEO roles, conducts annual self-evaluations, and has robust governance policies, including share ownership guidelines, anti-hedging, and clawback policies.