{"url_path":"/sec/vhi/8-k/2026-05-21/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/59255/0000059255-26-000027-index.html","accession_number":"0000059255-26-000027","cik":"0000059255","ticker":"VHI","issuer_name":"VALHI INC /DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/59255/0000059255-26-000027-index.html","primary_entity_key":"0000059255","primary_entity_name":"VALHI INC /DE/"},"word_count":263,"has_tables":true,"body_markdown":"**Item 5.07**\n\n**Submission of Matters to a Vote of Security Holders.**\n\n​\n\nThe registrant held its 2026 annual meeting of stockholders on May 21, 2026. At the 2026 annual meeting, the registrant’s stockholders voted on the two proposals described in detail in the registrant’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 1, 2026. Stockholders present at the 2026 annual meeting, either in person or by proxy, represented 95.2% of the 28,302,293 shares eligible to vote at the meeting.\n\n​\n\nProposal 1: Election of Directors\n\n​\n\nThe registrant’s stockholders elected Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, Gina A. Norris, Michael S. Simmons and Mary A. Tidlund as directors. Each director nominee received votes “For” his or her election from at least 93.6% of the shares eligible to vote at the annual meeting. After the mailing of the registrant’s proxy statement, director nominee W. Hayden McIlroy passed away on April 19, 2026; as a result, he did not stand for election and no votes were cast at the annual meeting for him as a nominee. The resulting vacancy was filled by the registrant’s board on May 21, 2026, as reported in Item 5.02 of this report.\n\n​\n\nProposal 2:\n\nSay-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation\n\n​\n\nThe registrant’s stockholders 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 93.9% of the shares eligible to vote at the annual meeting.\n\n​"}