UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
November 29, 2005
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Kronos Worldwide, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-31763 76-0294959
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, TX 75240-2697
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(Address of principal executive offices) (Zip Code)
(972) 233-1700
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Section 303A.03(4) of the corporate governance rules of the New York
Stock Exchange ("NYSE") Listed Company Manual requires NYSE-listed companies to
disclose in their annual proxy statements:
O the non-management director who presides at all regularly
scheduled executive sessions of the non-management members of
the board of directors; and
O a method by which interested parties may be able to
communicate concerns to the presiding director of the
non-management directors.
On October 20, 2005, the registrant's board of directors amended and
restated the registrant's corporate governance guidelines to provide, in part,
as follows.
The non-management directors of the Company (as defined by the
rules of the New York Stock Exchange) are entitled to meet on a regular
basis throughout the year, and will meet at least once annually,
without management participation. If the non-management directors are
not all independent directors of the Company, the independent directors
should meet at least once annually at a meeting of only the independent
directors. The chairman of the audit committee shall be the presiding
director at all of these meetings.
The registrant has posted, among other corporate governance documents, its
corporate governance guidelines (amended and restated as of October 20, 2005) on
the corporate governance section of the registrant's website at
www.kronostio2.com.
The registrant has also undertaken with the NYSE to provide in the
registrant's 2006 proxy statement language similar to the following.
Stockholders and other interested parties who wish to
communicate with the Board of Directors or its non-management directors
may do so through the following procedures. Such communications not
involving complaints or concerns regarding accounting, internal
accounting controls and auditing matters related to Kronos Worldwide
("Accounting Complaints or Concerns") may be sent to the attention of
Kronos Worldwide's corporate secretary at Kronos Worldwide, Inc., Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
Provided that any such communication relates to the business or affairs
of Kronos Worldwide and is within the function of the Board of
Directors or its committees, and does not relate to insignificant or
inappropriate matters, such communications, or summaries of such
communications, will be forwarded to the chairman of the audit
committee, who also serves as the presiding director of Kronos
Worldwide's non-management and independent director meetings.
Accounting Complaints or Concerns, which may be made
anonymously, should be sent to the attention of Kronos Worldwide's
general counsel with a copy to Kronos Worldwide's chief financial
officer at the same address as the corporate secretary. Accounting
Complaints or Concerns will be forwarded to the chairman of the audit
committee. Kronos Worldwide will keep Accounting Complaints or Concerns
confidential and anonymous, to the extent feasible, subject to
applicable law. Information contained in an Accounting Complaint or
Concern may be summarized, abstracted and aggregated for purposes of
analysis and investigation.
On November 21, 2005, the NYSE notified the registrant that it must
publicly disclose the procedure by which a presiding director of the
non-management directors is chosen and how interested parties may communicate
concerns to the presiding director.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KRONOS WORLDWIDE, INC.
(Registrant)
By: /s/ A. Andrew R. Louis
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A. Andrew R. Louis,
Associate General Counsel
and Assistant Secretary
Date: November 29, 2005