Tronox (TROX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, in London, with voting available online or in person.

• Shareholders are encouraged to review proxy materials and vote on key proposals by May 6, 2025.

Voting matters and shareholder proposals

• Election of 11 directors, each recommended by the board.

• Advisory vote to approve executive compensation and frequency of Say on Pay vote.

• Ratification of PricewaterhouseCoopers LLP (U.S.) as independent registered public accounting firm.

• Approval of U.K. audited annual report, directors' and auditor's reports for fiscal year ended December 31, 2024.

• Approval of U.K. directors' remuneration report for fiscal year ended December 31, 2024.

• Re-appointment of PwC as U.K. statutory auditor for fiscal year ended December 31, 2025, and authorization to determine their remuneration.

• Authorization for the board to allot shares and to allot shares without rights of pre-emption.

• Approval of forms of share repurchase contracts and counterparties.

Board of directors and corporate governance

• Board recommends all director nominees for election.

• Board seeks authorization to allot shares and conduct share repurchases.