NL Industries Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)

May 14, 2026

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NL Industries, Inc.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code

(972) 233-1700

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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):

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

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NL 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.

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Proposal 1: Election of Directors

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The 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.

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Proposal 2: Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation

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The 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.

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PROPOSAL 3: REINCORPORATION PROPOSAL

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The 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:

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Under 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.

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PROPOSAL 4: OPT OUT PROPOSAL

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The 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:

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PROPOSAL 5: ADJOURNMENT PROPOSAL

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The 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

Reincorporation 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:

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The registrant hereby furnishes the information set forth in its press release issued on May 14, 2026, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

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SIGNATURE

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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.

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