UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported)

April 24, 2020

Valhi, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(972) 233-1700

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):

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

As disclosed in the registrant’s proxy statement filed with the Securities and Exchange Commission on April 7, 2020, its stockholders will vote on a proposal to approve a reverse stock split of the registrant’s common stock at a reverse stock split ratio of 1-for-8, 1-for-10 or 1-for-12, as determined by its board of directors following stockholder approval, at the registrant’s annual meeting of stockholders scheduled to be held on May 28, 2020. As disclosed in the proxy statement, the registrant’s controlling stockholder has indicated its intention to have its shares represented at the meeting and to vote its shares in favor of the reverse stock split proposal, in which case the proposal will be approved.  The registrant expects to effect the reverse stock split promptly following the annual meeting, at the reverse stock split ratio selected by the board immediately following the stockholders meeting.

On April 24, 2020, the registrant received notification from the New York Stock Exchange (“NYSE”) that the registrant is no longer in compliance with NYSE continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the NYSE that require listed companies to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period.  Pursuant to Section 802.01C, the registrant has at least six months from receipt of the notice to regain compliance with the NYSE’s minimum share price requirement.  During this period the registrant’s common stock will continue to be listed and trade on the NYSE, subject to the registrant’s continued compliance with other NYSE listing requirements.

The registrant plans to notify the NYSE within 10 business days of its intent to cure the deficiency. The registrant intends to cure the share price non-compliance through the reverse stock split of the registrant’s common stock discussed above, and expects to effect the reverse stock split even if the registrant regains compliance by virtue of future share closing prices.

A copy of the press release announcing the notice of non-compliance with the NYSE trading share price continued listing rule is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

SIGNATURE

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.