March
28, 2006 - March 22, 2006
|
(Date
of Report - Date of earliest event
reported)
|
TRONOX
INCORPORATED
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
1-32669
|
20-2868245
|
||
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
123
Robert S. Kerr Avenue
|
||
Oklahoma
City, Oklahoma
|
73102
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(405) 775-5000
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(Registrant's
telephone number)
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Item
1.01
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Entry
into a Material Definitive Agreement
|
On
March 22, 2006, the Executive Compensation Committee of the Board
of
Directors of Tronox Incorporated approved the replacement of Kerr-McGee
Long Term Incentive Plan awards that, in accordance with the Employee
Benefits Agreement by and between Kerr-McGee Corporation and Tronox
Incorporated, dated November 28, 2005, filed as Exhibit 10.4 to the
Current Report on Form 8-K dated December 6, 2005, and incorporated
herein
by reference, are forfeited by the Company’s executive officers upon the
distribution by Kerr-McGee Corporation to its stockholders of all
shares
of Class B Common Stock of Tronox Incorporated currently held by
Kerr-McGee Corporation, which event Kerr-McGee Corporation has disclosed
is expected to occur on or about March 30, 2006. The Company will
replace
such forfeited awards with awards under the Company’s Long Term Incentive
Plan pursuant to the methods set forth in the following sections
of the
Employee Benefits Agreement: section 7.02(b) for unvested stock options;
section 7.03 for restricted stock; and section 3.02 for performance
units.
|
|
Item
9.01
|
Financial
Statements and Exhibits
|
None
|
SIGNATURES
|
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.
|
TRONOX
INCORPORATED
|
||
By:
|
(Roger
G. Addison)
|
|
Roger
G. Addison
|
||
Vice
President, General Counsel and Secretary
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||
Dated:
March 28, 2006
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