{"url_path":"/sec/nl/8-k/2026-05-14/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/72162/0000072162-26-000028-index.html","accession_number":"0000072162-26-000028","cik":"0000072162","ticker":"NL","issuer_name":"NL INDUSTRIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/72162/0000072162-26-000028-index.html","primary_entity_key":"0000072162","primary_entity_name":"NL INDUSTRIES INC"},"word_count":575,"has_tables":true,"body_markdown":"**Item 5.07**\n\n**Submission of Matters to a Vote of Security Holders.**\n\n​\n\nNL Industries, Inc., a New Jersey corporation (“NL” or the “registrant”) held its 2026 annual meeting of shareholders on May 14, 2026. At the 2026 annual meeting, the registrant’s shareholders voted on the five proposals described in detail in the registrant’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 25, 2026. Shareholders present at the 2026 annual meeting, either in person or by proxy, represented 95.2% of the 48,862,734 shares eligible to vote at the meeting.\n\n​\n\nProposal 1: Election of Director*s*\n\n​\n\nThe registrant’s shareholders elected Ms. Loretta J. Feehan, Mr. John E. Harper, Mr. Kevin B. Kramer, Ms. Meredith W. Mendes, Mr. Cecil H. Moore, Jr., Ms. Courtney J. Riley, Mr. Michael S. Simmons and Dr. R. Gerald Turner as directors. Each director nominee received votes “For” his or her election from at least 89.1% of the shares eligible to vote at the annual meeting.\n\n​\n\nProposal 2: Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation\n\n​\n\nThe registrant’s shareholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2026 proxy statement. The resolution received the approval from 89.1% of the shares eligible to vote at the annual meeting.\n\n​\n\nPROPOSAL 3: REINCORPORATION PROPOSAL\n\n​\n\nThe registrant’s shareholders approved the Agreement and Plan of Merger (the “Plan of Merger”) between NL and its wholly owned Delaware subsidiary, NLI Holdings, Inc. (“NL-Delaware”), pursuant to which NL will merge with and into NL-Delaware for the purpose of changing NL’s state of domicile from New Jersey to Delaware, including the approval of the Certificate of Incorporation of NL-Delaware and the change of NL’s name to NLI Holdings, Inc. (the “Reincorporation Proposal”). The Reincorporation Proposal received the approval from 95.1% of the shares eligible to vote at the annual meeting. Votes were cast on the proposal as follows:\n\n​\n\nFor\n\nAgainst\n\nAbstained\n\nBroker Non-Votes\n\n46,457,955\n\n36,434\n\n9,639\n\n0\n\n​\n\nUnder the Plan of Merger, the approval of the holders of two-thirds of the voting stock of NL not beneficially owned by NL’s controlling stockholder, Valhi, Inc. (“Valhi”), is also a condition to consummation of the merger and reincorporation contemplated by the Reincorporation Proposal. The Reincorporation Proposal received approval from 71.6% of the shares eligible to vote at the annual meeting that are not beneficially owned by Valhi.\n\n​\n\nPROPOSAL 4: OPT OUT PROPOSAL\n\n​\n\nThe registrant’s shareholders approved, in connection with the Reincorporation Proposal, the inclusion in the Delaware Certificate of Incorporation of NL-Delaware of a provision opting out of Section 203 of the Delaware General Corporation Law (the “Opt Out Proposal”). The Reincorporation Proposal received the approval from 95.1% of the shares eligible to vote at the annual meeting. Votes were cast on the proposal as follows:\n\n​\n\nFor\n\nAgainst\n\nAbstained\n\nBroker Non-Votes\n\n46,446,223\n\n43,704\n\n14,101\n\n0\n\n​\n\nPROPOSAL 5: ADJOURNMENT PROPOSAL\n\n​\n\nThe registrant’s shareholders approved one or more adjournments of the annual meeting to a later date or dates, if necessary, to permit further solicitations of proxies in the event there are not sufficient votes in favor of the\n\nReincorporation Proposal (the “Adjournment Proposal”). The Adjournment Proposal received the approval from 94.8% of the shares eligible to vote at the annual meeting. Votes were cast on the proposal as follows:\n\n​\n\nFor\n\nAgainst\n\nAbstained\n\nBroker Non-Votes\n\n46,327,847\n\n166,856\n\n9,225\n\n0\n\n​\n\n​"}