NL INDUSTRIES INC 8-K

What Happened
NL Industries, Inc. held its 2026 annual meeting on May 14, 2026 and filed an 8‑K reporting the results. Shareholders representing 95.2% of the 48,862,734 eligible shares voted. Key outcomes: the board’s director nominees were re‑elected, the nonbinding say‑on‑pay proposal passed, shareholders approved a plan to merge NL into a newly formed Delaware subsidiary to change domicile to Delaware, and shareholders approved an opt‑out of Section 203 of the Delaware General Corporation Law. The company furnished a related press release under Regulation FD (Exhibit 99.1).

Key Details

• Shareholder turnout: 95.2% of 48,862,734 eligible shares present in person or by proxy.
• Directors elected: Loretta J. Feehan, John E. Harper, Kevin B. Kramer, Meredith W. Mendes, Cecil H. Moore, Jr., Courtney J. Riley, Michael S. Simmons and R. Gerald Turner — each received at least 89.1% support.
• Say‑on‑pay: Nonbinding approval of executive compensation received 89.1% of eligible votes.
• Reincorporation (Plan of Merger) vote: 46,457,955 For, 36,434 Against, 9,639 Abstained (95.1% approval of eligible votes). Among shares not owned by controlling stockholder Valhi, Inc., the Reincorporation Proposal received 71.6% support (threshold for closing requires two‑thirds of non‑Valhi shares).
• Opt‑out of DGCL §203: Approved (46,446,223 For; 43,704 Against; 14,101 Abstained).
• Adjournment proposal (to allow further solicitation if needed): Approved 46,327,847 For, 166,856 Against, 9,225 Abstained (94.8% approval).

Why It Matters

• Reincorporation to Delaware will change NL’s state of domicile and subject the company to Delaware corporate law; shareholders also approved opting out of Delaware’s §203 (which limits certain business combinations), a governance change investors should note.
• The required vote threshold tied to NL’s controlling stockholder (Valhi) appears to have been met: the Reincorporation Proposal received 71.6% support among non‑Valhi shares, exceeding the two‑thirds requirement specified in the merger condition.
• Director re‑elections and the say‑on‑pay result confirm shareholder support for current leadership and executive compensation policies (the say‑on‑pay vote is advisory).
• Next steps: completion of the merger/reincorporation is subject to the Plan of Merger’s other closing conditions and customary implementation steps; the company has furnished a press release with additional details.