Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 13, 2020, Kelly D. Luttmer, executive vice president and chief tax
officer of the registrant, provided notice to the registrant that, effective as
of June 1, 2020, she will retire as an officer of the registrant. In connection
with her retirement from the registrant, Ms. Luttmer has also provided notice to
Kronos Worldwide, Inc. ("Kronos"), NL Industries, Inc. ("NL") and CompX
International Inc. ("CompX"), affiliates of the registrant, that she will also
retire as an officer of those companies as of such date. Following such
retirements, Ms. Luttmer will continue to be employed by Contran Corporation
("Contran"), the privately-held parent corporation of the registrant, and will
continue to serve as executive vice president and chief tax officer of Contran.
Following such retirement notice of Ms. Luttmer, the registrant's board of
directors took action, also effective as of June 1, 2020, to:
• elect Kristin B. McCoy as vice president, tax of the registrant;
• elect Darci B. Scott as vice president, tax - financial reporting of the
registrant; and
• designate Ms. McCoy and Ms. Scott as executive officers of the registrant.
Ms. McCoy, age 47, has served in various tax accounting positions with various
companies related to the registrant and Contran since 2003 and currently serves
as vice president, tax of Kronos. Beginning June 1, 2020, she will also serve
as an executive officer of Kronos as its vice president, tax.
Ms. Scott, age 45, has served in various tax accounting positions with various
companies related to the registrant and Contran since 2006 and currently serves
as vice president, tax of the registrant. Beginning June 1, 2020, she will also
serve as an executive officer of each of CompX and NL as its vice president,
tax.
Ms. McCoy and Ms. Scott are employees of Contran and will provide their services
to the registrant under an intercorporate services agreement between the
registrant and Contran. For a description of the intercorporate services
agreement, see "Certain Relationships and Transactions" in the registrant's 2019
proxy statement, which description is incorporated herein by reference. In
addition, for a discussion of potential conflicts of interest of officers who
serve more than one corporation, see "Certain Relationships and Transactions" in
the 2019 proxy statement, which discussion is also incorporated herein by
reference.
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