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Q.

Why am I being asked to review these materials?

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A.

The Board of Directors (the “Board”) of The Chemours Company (“Chemours” or the “Company”) is soliciting proxies for use at the Annual Meeting of Stockholders to be held on April 27, 2016, beginning at 10:00 a.m. Eastern Time, in the Burnham Ballroom at the Hotel Palomar, located at 117 South 17th Street, Philadelphia, PA 19103 (the “Annual Meeting”). In order to solicit your proxy, the Company must furnish you with this Proxy Statement, which contains information about the proposals to be voted upon at the Annual Meeting. As a Company stockholder, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the proposals described in this Proxy Statement. This Proxy Statement and the Company’s Annual Report to Stockholders are first being mailed to the Company’s stockholders and made available on the Internet on or about March 15, 2016.

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Q.

How was Chemours separated from E. I. du Pont de Nemours and Company?

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A.

On July 1, 2015, E. I. du Pont de Nemours and Company (“DuPont”) distributed 100% of the issued and outstanding shares of Chemours common stock to DuPont stockholders, as of June 23, 2015, the record date for the distribution (the “Separation”). Following the Separation, Chemours began operating as a separate, publicly traded company.

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Q.

Why am I being asked to review materials online?

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A.

In accordance with rules and regulations adopted by the of the U.S. Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of the Company’s proxy materials to each stockholder, the Company is furnishing proxy materials, including this Proxy Statement and Annual Report to Stockholders, by providing access to such documents on the Internet rather than mailing printed copies of the materials. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, a Notice of Internet Availability of Proxy Materials (the “Notice”) has

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been sent to most of the Company’s stockholders with instructions on how to access and review the proxy materials on the Internet. The Notice also provides instructions on how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of the Company’s proxy materials, please follow the instructions for requesting such materials in the Notice.

Q.

What proposals will be voted on at the Annual Meeting and how does the Board recommend I vote?

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A.

There are five proposals to be considered and voted on at the Annual Meeting. Please see the information included in this Proxy Statement relating to these proposals. The proposals to be voted on are as follows:

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1.

To elect two director nominees named in this Proxy Statement to serve three-year terms expiring at the Annual Meeting of Stockholders in 2019 or, if Proposal 5 is not approved by stockholders, one-year terms expiring at the Annual Meeting of Stockholders in 2017. The Board recommends that you vote “FOR” each of the nominees to the Board.

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2.

To conduct an advisory vote to approve the compensation of the Company’s named executive officers. The Board recommends that you vote “FOR” approval of the compensation of the named executive officers.

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3.

To conduct an advisory vote on the frequency of the stockholder vote to approve, on an advisory basis, the compensation of the Company’s named executive officers. The Board recommends that you vote for holding an advisory vote on the compensation of the named executive officers every “ONE YEAR.”

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4.

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2016. The Board recommends that you vote “FOR” ratification of the selection of PricewaterhouseCoopers LLP as the

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Company’s independent registered public accounting firm.

5.

To vote on the retention of the classified structure of the Board. The Board recommends that you vote “AGAINST” the retention of the classified structure.

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Q.

Who may vote at the meeting?

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A.

Only holders of Chemours common stock at the close of business on March 1, 2016 (the “Record Date”) are entitled to vote at the Annual Meeting. Each outstanding share of common stock is entitled to one vote. On the Record Date, there were 181,381,632 shares of Chemours common stock outstanding and entitled to vote.

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Q.

How do I vote?

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A.

You may vote your shares in advance using any of the following alternatives:

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VIA INTERNET at www.cesvote.com.

BY TELEPHONE by dialing 1-888-693-8683.

BY MAIL by completing and mailing in a paper proxy card, as outlined in the Notice.

IN PERSON at the Annual Meeting.

If your shares are registered directly in your own name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered a “stockholder of record” with respect to those shares, and the Notice has been sent directly to you.

If, like most stockholders of the Company, you hold your shares through a broker, bank or other nominee, you are considered a “beneficial owner” of those shares, holding such shares in “street name.” If you are a beneficial owner of shares, you will receive instructions from your broker or other nominee describing how to vote your shares. To vote at the Annual Meeting, beneficial owners will need to contact the broker, trustee or nominee that holds their shares to obtain a “legal proxy” to bring to the meeting.

If you hold shares in a 401(k) savings plan and do not vote your shares or specify your voting instructions on your proxy card, the administrators of the plan will vote your plan shares in the same proportion as the shares for which they have received voting instructions.

Q.

What is the deadline for voting if I do not plan to attend the Annual Meeting?

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A.

You may vote via the Internet or by telephone until 11:59 p.m., Eastern Time, on April 26, 2016, or the Company’s agent must receive your paper proxy card by mail on or before April 26, 2016.

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If you hold shares in a 401(k) savings plan, you must submit your voting instructions by the deadline specified by the 401(k) plan administrator to allow them sufficient time for voting. If you participate in the DuPont Retirement Savings Plan or the Thrift Plan for Employees of Sentinel Transportation, the voting deadline is 11:59 p.m., Eastern Time, on April 24, 2016.

Q.

If I do provide voting instructions and/or grant my proxy, who will vote my shares at the Annual Meeting and how will they vote my shares?

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A.

Mark E. Newman and David C. Shelton are officers of the Company and were named by the Board as proxy holders. They will vote all proxies, or record an abstention or withholding, in accordance with the directions on the proxy. If no contrary direction is given, the shares will be voted as recommended by the Board.

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Q.

Who will count the votes?

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A.

A representative of Alliance Advisors, LLC, an independent tabulator, will count the vote and act as the inspector of election.

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Q.

Can I change my vote after I have delivered my proxy?

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A.

A subsequent vote by any means will change your prior vote.

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For example, if you voted by telephone, a subsequent Internet vote will change your vote. The last vote received prior to the Annual Meeting will be the one counted. If you are a stockholder of record, you may also change your vote by voting in person at the Annual Meeting. Beneficial owners wishing to change their votes after returning voting instructions to their broker or other nominee must contact the broker or nominee directly.

Q.

Can I revoke a proxy?

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A.

Yes. A stockholder of record may revoke a properly executed proxy at any time before its

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exercise by submitting a letter addressed to, and received by, the Corporate Secretary of the Company, by delivering later dated proxy instructions or by voting in person at the meeting. Beneficial owners cannot revoke their proxies in person at the Annual Meeting because the actual registered stockholders — the broker, bank or other nominees — will not be present. Beneficial owners who wish to vote at the Annual Meeting must obtain a legal proxy from their broker, bank or other nominee.

Q.

What does it mean if I receive more than one Notice, proxy or voting instruction card?

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A.

It means your shares are registered differently or are in more than one account. For all Notices you receive, please enter your vote by Internet for each control number you have been assigned. If you received paper copies of proxy materials, please provide voting instructions for all proxy and voting instruction cards you receive. The Company encourages you to register all your accounts in the same name and address. Registered stockholders may contact the Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), at P.O. Box 30170, College Station, TX 77842; (866) 478-8569. Beneficial owners holding Chemours common stock through a broker, bank or other nominee should contact their broker, bank or nominee and request consolidation of their accounts.

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Q.

What is a quorum? Why is a quorum required?

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A.

Return of your proxy is important because a quorum is required for the Company stockholders to conduct business at the meeting. The presence at the meeting, in person or by proxy, of the holders of shares having a majority of the voting power represented by all issued and outstanding shares entitled to vote on the record date will constitute a quorum, permitting the Company to conduct the business of the meeting. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. Because this proxy includes a “routine” management proposal, shares represented by “broker non-votes” will be counted in determining whether there is a quorum present. If there is not a quorum present at the Annual Meeting, the Company will be forced to reconvene the Annual Meeting at a later date.

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Q.

How many votes are needed to approve each of the proposals?

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A.

Proposal 1: Each director nominee will be elected by a majority of the votes cast on such nominee by the shares of common stock entitled to vote at the Annual Meeting and present in person or represented by proxy. This means that if the number of votes “for” a nominee exceeds the number of votes “against” the nominee, such nominee will be elected as a director. Each nominee has agreed to tender his or her resignation if he or she is not elected by the requisite vote. In such event, the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation of the incumbent director. The Board will act on the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and publicly disclose its decision within ninety (90) days following certification of the election results.

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Proposal 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers requires the affirmative vote of a majority of those shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. This means that if the number of votes “for” the proposal exceeds the number of votes “against” the proposal plus the number of abstentions, the proposal will be approved.

Proposal 3: The frequency option — one year, two years, or three years — for the non-binding advisory approval of the compensation of the Company’s named executive officers that receives the most affirmative votes of all votes cast is the one that will be deemed approved by the stockholders. This voting method is referred to as a “plurality” of the votes cast.

Proposal 4: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of those shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

Proposal 5: Retention of the classified structure of the Board of Directors requires the affirmative vote of the majority of votes cast on the proposal by the shares of Chemours common stock entitled to vote at the Annual Meeting. This means that if the number of votes cast “for” the proposal exceeds the number of votes cast

“against” the proposal, the proposal will be approved and the Company will retain a classified board. Conversely, if the number of votes cast “against” the proposal exceeds the number of votes cast “for” the proposal, the board of directors will immediately become annually elected starting at the 2017 Annual Meeting.

Q.

How are votes counted?

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A.

Under Delaware law and the Company’s Certificate of Incorporation, as amended and restated (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and restated (the “Bylaws”), all votes entitled to be cast by stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter, whether those stockholders vote “for,” “against,” or abstain from voting, will be counted for purposes of determining the minimum number of affirmative votes required to approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 2), and ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm (Proposal 4). For the election of directors (Proposal 1), the number of votes cast “for” a nominee must exceed the number of votes cast “against” the nominee for such nominee to be elected as a director (except in the case of a contested election, in which case directors will be elected by a plurality of votes cast). With respect to the non-binding advisory vote on the frequency of stockholder votes on the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3), the frequency option — one year, two years, or three years — that receives the most votes “for” of all votes cast on the proposal will be the frequency option approved by the stockholders. Lastly, the proposal to retain the Company’s classified board structure (Proposal 5) will be approved by stockholders if the number of votes cast “for” the proposal exceeds the number of votes cast “against” the proposal.

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Q.

What is the effect of an abstention?

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A.

The shares of a stockholder who abstains from voting on a matter will be counted for purposes of determining whether a quorum is present at the Annual Meeting, so long as the stockholder is present in person or represented by proxy. With regard to the election of directors, votes

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may be cast “for,” “against,” or to abstain, and votes to abstain will have no effect. Abstentions may be specified on all other proposals. An abstention from voting on a matter by a stockholder present in person or represented by proxy at the meeting also has no effect on the outcome of the votes for the frequency of stockholder votes on the compensation of the Company’s named executive officers or the retention of a classified board of directors. An abstention from voting on a matter by a stockholder present in person or represented by proxy at the Annual Meeting has the same legal effect as a vote “against” approval of the compensation of the Company’s named executive officers and ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2016.

Q.

How will votes be counted on shares held through brokers?

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A.

If you are a beneficial owner and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. Brokers are not entitled to vote on the election of directors, the retention of a classified board of directors or the advisory proposals to approve the compensation of the Company’s named executive officers and the frequency of stockholder votes on the compensation of the Company’s named executive officers unless the brokers receive voting instructions from the beneficial owner. The shares of a stockholder whose shares are not voted because of a broker non-vote on a particular matter will be counted for purposes of determining whether a quorum is present at the Annual Meeting so long as the stockholder is represented by proxy. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered present and entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained. Brokers will be permitted to vote without voting instructions on the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, assuming that a quorum is obtained.

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Q.

Where can I find voting results of the Annual Meeting?

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A.

We will announce preliminary general voting results at the meeting and publish final detailed voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the meeting.

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Q.

Who will bear the cost for soliciting votes for the Annual Meeting?

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A.

We will bear all expenses in conjunction with the solicitation of the enclosed proxy, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to security owners and the fee to Innisfree M&A Incorporated (“Innisfree”), who will help the Company solicit proxies. We anticipate that the fee to Innisfree will be approximately $12,500, plus expenses. In addition, proxies may be solicited by mail, email, in person, or by telephone or fax by certain of the Company’s directors, officers and other employees.

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Q.

Who may attend the Annual Meeting? What is the process for attending the Annual Meeting?

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A.

If you plan to attend the Annual Meeting, you must be a holder of Company shares as of the Record Date of March 1, 2016, and obtain an admission ticket in advance. Tickets will be available to registered and beneficial owners. You can request an admission ticket from Chemours Investor Relations by calling (302) 773-3291 or by e-mailing annualmeeting@chemours.com. You must bring your admission ticket to the Annual Meeting to ensure access to the meeting.

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Requests for admission tickets will be processed in the order in which they are received and must be requested no later than 5:00 p.m. Eastern time on April 20, 2016. Please note that seating is limited. As a result, we are not able to admit the guests of either stockholders or their legal proxy holders. Requests for tickets will be accepted on a first-come, first-served basis.

On the day of the meeting, each stockholder will be required to present: a valid picture identification such as a driver’s license or passport, copy of your brokerage statement (if you hold your shares in street name) and your admission ticket. You may be denied admission if you do not provide this information. Registration will begin at 9:00 a.m. Eastern time and the

Annual Meeting will begin at 10:00 a.m. Eastern time. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting. You will be required to enter through a security check point before being granted access to the meeting.

Q.

Can I access future annual meeting materials through the Internet rather than receiving them by mail?

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A.

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Stockholders of record can sign up for electronic delivery at www.allianceproxy.com/chemours/​2016. If you vote through the Internet, you can also sign up for electronic delivery by following the instructions that appear after you finish voting. You will receive an e-mail next year containing links to the Company’s Annual Report to Stockholders and the Proxy Statement for the Company’s 2017 Annual Meeting.

Beneficial owners may also have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your broker or other nominee regarding the availability of this service. This procedure reduces the printing costs and fees the Company incurs in connection with the solicitation of proxies.

Q.

What is “householding”?

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A.

As permitted by SEC rules, the Company has adopted a procedure called “householding,” under which multiple stockholders who have the same address will receive a single Notice and, if applicable, a single set of annual report and other proxy materials, unless one or more of these stockholders notifies the Company that they wish to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards. This procedure can result in significant savings to the Company by reducing printing and postage costs.

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If you are a registered holder who participates in householding and wish to receive a separate Notice or set of proxy materials for the Annual Meeting, please contact Alliance Advisors, LLC by calling 1-877-777-2857 or by e-mailing requests@viewproxy.com.

Registered stockholders who share the same address and who wish to receive a single copy of proxy materials per household in the future may

contact Computershare at P.O. Box 30170, College Station, TX 77842; (866) 478-8569. Beneficial owners should contact their broker or other nominee to request information about householding.

Q.

How can I communicate with the Company’s Board?

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A.

Stockholders may send communications to the Board in care of the Corporate Secretary, The Chemours Company, 1007 Market Street, Wilmington, Delaware 19899. Please indicate whether your message is for the Board as a whole, a particular group or committee of directors, or an individual director.

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Q.

What if I have additional questions?

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A.

If you have additional questions about the Annual Meeting or any of the information presented in this Proxy Statement, you may direct your questions to Chemours Investor Relations at annualmeeting@chemours.com, or call (302) 773-3291.

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Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.

The Board currently consists of eight members. All members of the Board were appointed in connection with the Separation when the Company was a wholly-owned subsidiary of DuPont.

Pursuant to the Company’s Certificate of Incorporation, following the Separation, the Board was constituted into three classes, as follows:

Class I: Bradley J. Bell and Mary B. Cranston, whose terms expire at the first Annual Meeting of Stockholders following the Separation (i.e., the Annual Meeting);

Class II: Curtis V. Anastasio, Dawn L. Farrell and Stephen D. Newlin, whose terms expire at the second annual meeting of the stockholders following the Separation (i.e., the Annual Meeting of Stockholders to be held in 2017); and

Class III: Richard H. Brown, Curtis J. Crawford and Mark P. Vergnano, whose terms expire at the third annual meeting of stockholders following the Separation (i.e., the Annual Meeting of Stockholders to be held in 2018).

The Board of Directors has nominated Bradley J. Bell and Mary B. Cranston for election as Class I directors. Both of the nominees are current members of the Board. We are not seeking the election of Class II directors or Class III directors, whose terms have not yet expired. You may not vote for a greater number of persons than the number of nominees named in this Proxy Statement.

The Company’s Certificate of Incorporation requires the Company, at the Annual Meeting, to submit a proposal to the Company’s stockholders to retain a classified board structure. We have included this proposal as Proposal 5 in this Proxy Statement. If

Proposal 5 is approved by the requisite vote of the Company’s stockholders, then the directors elected at the Annual Meeting will serve for a three-year term (or until their successors are duly elected or qualified, or such directors’ earlier resignation or removal). If Proposal 5 is not approved by the requisite vote of the Company’s stockholders, then the Board will become annually elected following the Annual Meeting, and the directors elected at the Annual Meeting will serve for a one-year term (or until their successors are duly elected or qualified, or such directors’ earlier resignation or removal).

Accordingly, if elected, Mr. Bell and Ms. Cranston will hold office until the Annual Meeting of Stockholders to be held in 2019 or, if Proposal 5 is not approved by stockholders at the Annual Meeting, until the Annual Meeting of Stockholders to be held in 2017, and in each case until their successors are elected and qualified. For additional information about the vote on retaining a classified board structure, please see Proposal 5 beginning on page 51 of this Proxy Statement.

The Nominating and Corporate Governance Committee, consisting solely of  “independent directors” as defined in the New York Stock Exchange (“NYSE”) Listing Standards, recommended the two directors set forth in Proposal 1 for nomination. Based on this recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each such nominee can make a significant contribution to the Board and should serve as a director of the Company.

Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although we know of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for

election, the proxy holders may vote for another nominee proposed by the Board of Directors. In that case, your shares will be voted for that other person.

The information below provides biographical information about each of the directors, including information regarding the person’s service as a director, business experience, director positions held

currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that factored into the Board’s determination that the person should serve as a director of the Company.

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The Board is committed to the highest standards of corporate governance, which is essential for sustained success and long-term stockholder value.

In light of this goal, the Board has adopted the Corporate Governance Guidelines, which provide the framework for the Company’s corporate governance. The Nominating and Corporate Governance Committee of the Board reviews and assesses the Corporate Governance Guidelines annually and recommends changes to the Board as appropriate. Among other things, the Corporate Governance Guidelines provide that:

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Independent directors will meet regularly in executive session in conjunction with regularly scheduled Board meetings;

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Directors have access to the Company’s management and, in addition, are encouraged to

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visit the Company’s facilities. As necessary and appropriate, the Board and its Committees may retain outside legal, financial or other advisors; and

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The Board will make an annual self-evaluation of its performance with a particular focus on overall effectiveness.

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The Corporate Governance Guidelines, along with the Charters of the Board Committees, the Company’s Code of Conduct, the Code of Ethics for the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Controller and the Code of Business Conduct and Ethics for the Board of Directors are available on the Company’s website at www.chemours.com, under the heading “Investor Relations” and then “Corporate Governance.”

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Mr. Richard H. Brown serves as the Chairman of the Board. The Company’s governing documents allow the roles of Chairman and CEO to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separated or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. The Board will periodically consider the advantages of having an independent Chairman and a combined Chairman and CEO and is open to different structures as circumstances may warrant.

At this time, separating the roles of Chairman and CEO serves the best interests of Chemours and its stockholders. By having an independent Chairman, the CEO can focus primarily on the Company’s

business strategy and operations following the recent transition to an independent, publicly traded company. While the Company’s CEO and senior management, working with the Board, set the strategic direction for Chemours, and the CEO provides day-to-day leadership, the independent Chairman leads the Board in the performance of its duties and serves as the principal liaison between the independent directors and the CEO.

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The Nominating and Corporate Governance Committee of the Board is responsible for reviewing the qualifications and independence of members of the Board and its various Committees on a periodic basis, as well as, the composition of the Board as a whole. This assessment includes members’ qualifications as independent, as well as, consideration of skills and experience in relation to the needs of the Board. Director nominees are

recommended to the Board by the Nominating and Corporate Governance Committee in accordance with the policies and principles in its Charter. The ultimate responsibility for selection of director nominees resides with the Board. The qualifications that the Board considers when nominating directors is discussed in more detail under “Director Nominees and Director Qualification Standards” in this Proxy Statement.

The Board assesses the independence of directors and examines the nature and extent of any relations between the Company and directors, their families and their affiliates. The Corporate Governance Guidelines provide that a director is “independent” if he or she satisfies the NYSE Listing Standards on director independence and the Board affirmatively determines that the director has no material relationship with the Company (either directly, or as a

partner, stockholder or officer of an organization that has a relationship with the Company). The Board has determined that, with the exception of Mr. Vergnano, the Company’s CEO, each of the remaining seven directors — Curtis V. Anastasio, Bradley J. Bell, Richard H. Brown, Mary B. Cranston, Curtis J. Crawford, Dawn L. Farrell and Stephen D. Newlin — is independent.

All members serving on the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee must be independent as defined by the Corporate Governance Guidelines.

In addition, Audit Committee members must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees; and each Compensation Committee member must meet heightened independence criteria under NYSE

Listing Standards and the rules and regulations of the SEC relating to compensation committees, be a “non-employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Board has determined that each member of the Audit Committee and Compensation Committee meets the requisite independence and other requirements.

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The Board of Directors is responsible for oversight of risk management. In fulfilling its oversight responsibility, the Board receives various management and Committee reports and engages in periodic discussions with the Company’s officers as it may deem appropriate. In addition, each of the Board Committees considers the risks within its areas of responsibility. For example, the Audit Committee focuses on risks inherent in the Company’s accounting, financial reporting and internal controls; and the Compensation Committee considers the risks that may be implicated by the Company’s incentive compensation program. The Compensation Committee’s assessment of risk related to compensation practices is discussed in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement. The Nominating and Corporate Governance Committee provides oversight regarding the Company’s policies on political contributions and lobbying expenses. The Nominating and Corporate Governance Committee is also responsible for reviewing transactions between the Company and related persons, which is discussed in more detail under “Certain Relationships and Transactions” in this Proxy Statement.

Pursuant to its Charter, the Audit Committee assists the Board of Directors in oversight of the Company’s compliance with legal and regulatory requirements. In fulfilling this role, the Audit Committee reviews with the Company’s General Counsel or the attorney(s) designated by the General Counsel, any legal matters that may have a material impact on the Company’s financial statements. The Audit Committee also meets at least annually with the CFO and other members of management, as the Audit Committee deems appropriate, to discuss in a general manner the policies and practices that govern the processes by which major risk exposures are identified, assessed, managed and controlled on an enterprise-wide basis. Additionally, on a general basis not less than annually, the Audit Committee reviews and approves the Company’s decisions, if any, to enter into swaps, including security-based swaps, in reliance on the “end-user” exception from mandatory clearing and exchange trading requirements.

The leadership structure of the Board supports its effective oversight of the Company’s risk management.

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The Board plans for succession to the position of CEO. The Compensation Committee oversees the succession planning process. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well as, perspective on potential candidates from outside the

Company. The Board has available, on a continuing basis, the CEO’s recommendation should he or she be unexpectedly unable to serve.

The CEO also provides the Board with an assessment of potential successors to key positions.

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New directors participate in an orientation process to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values including ethics, compliance programs, corporate governance practices and other key policies and practices through a review of

background materials, meetings with senior executives and visits to Company facilities. The Nominating and Corporate Governance Committee is responsible for providing guidance on directors’ continuing education.

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The Company is committed to high standards of ethical conduct and professionalism, and the Company’s Code of Conduct confirms the commitment to ethical behavior in the conduct of all activities.

In furtherance of this commitment, the Company has adopted a Code of Conduct, a Code of Business Conduct and Ethics for the Board of Directors, and a Code of Ethics for the CEO, CFO and Controller.

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The Code of Conduct applies to all directors, all officers (including the CEO, CFO and Controller) and employees of Chemours, and it sets forth the Company’s policies and expectations on a number of topics including avoiding conflicts of interest, confidentiality, insider trading, protection of Chemours and customer property and providing a proper and professional work environment. The Code of Conduct sets forth a worldwide toll-free and internet-based ethics hotline, which employees can use to communicate any ethics-related concerns, and we provide training on ethics and compliance topics for employees.

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The Code of Business Conduct and Ethics for the Board of Directors applies to all directors,

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and is intended to (i) foster the highest ethical standards, and integrity; (ii) focus the Board and each director on areas of potential ethical risk and conflicts of interest; (iii) guide directors in recognizing and dealing with ethical issues; (iv) establish reporting mechanisms; and (v) promote a culture of honesty and accountability.

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The Code of Ethics for the CEO, CFO and Controller applies to those three executive officers. This Code sets forth the standards of conduct that the CEO, CFO and Controller must uphold while performing his or her duties.

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In fiscal year 2015, there were no waivers of any provisions of  (i) the Code of Conduct; (ii) the Code of Business Conduct and Ethics for the Board of Directors; or (iii) the Code of Ethics for the CEO, CFO and Controller. In the event the Company amends or waives any provision of any Code of Conduct or Code of Ethics that relates to any element of the definition of  “code of ethics” enumerated in Item 406(b) of Regulation S-K promulgated under the Exchange Act, the Company intends to disclose these actions on the Company website at www.chemours.com.

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The responsibilities of the Audit Committee are more fully described in the Audit Committee Charter and include, among other duties, the fulfillment of its and the Board’s oversight responsibilities relating to:

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The integrity of the financial statements of the Company.

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The qualifications and independence of the Company’s independent auditor.

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The performance of the Company’s internal audit function and independent auditors.

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Compliance by the Company with legal and regulatory requirements.

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The Audit Committee consists entirely of independent directors, and each meets the

heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. Each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. Additionally, the Board of Directors determined, in its business judgment, that each member of the Audit Committee is an “audit committee financial expert” for purposes of the rules of the SEC.

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The responsibilities of the Compensation Committee are more fully described in the Compensation Committee Charter and include, among other duties:

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Assess current and future senior leadership talent, including their development and the succession plans of the CEO and other key management positions.

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Review and approve the Company’s programs for executive development, performance and skills evaluations.

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Conduct an annual review of the Company’s diversity talent, as well as, diversity representation on the slate for key positions.

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Oversee the performance evaluation of the CEO based on input from other independent directors versus Board-approved goals and objectives.

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Recommend to the independent members of the Board the compensation for the CEO.

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Review and approve compensation and employment arrangements, including equity compensation plans, bonus plans and severance agreements as appropriate, of the CEO and other senior executive officers other than the CEO.

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Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.

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Review and approve the Compensation Discussion and Analysis and the Committee report included in the Company’s Proxy Statement or other applicable SEC filings.

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Review the voting results of any say-on-pay or related stockholder proposals.

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The Compensation Committee consists entirely of independent directors, and each member meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees and is a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act and is an “outside director” for purposes of Section 162(m) of the Code.

During fiscal year 2015, none of the members of the Compensation Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any company that employed or employs

any member of the Compensation Committee. In addition, no executive officer of the Company served or serves on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any company having an executive officer who serves on the Board.

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The responsibilities of the Nominating and Corporate Governance Committee are more fully described in the Nominating and Corporate Governance Committee Charter and include, among other duties:

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Develop and recommend to the Board of Directors a set of corporate governance guidelines for the Company.

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Identify individuals qualified to become Board members consistent with criteria approved by the Board and recommend to the Board nominees

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for election as directors of the Company, including nominees whom the Board proposes for election as directors at the Annual Meeting.

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Review and approve any transaction between the Company and any related person in accordance with the Company’s policies and procedures for transactions with related persons.

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Oversee the Company’s corporate governance practices, including reviewing and recommending to the Board of Directors for

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approval any changes to the Company’s Code of Conduct, Certificate of Incorporation, Bylaws and Committee Charters.

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Conduct an annual assessment of the Committee’s performance, oversee the evaluation of the entire Board of Directors and its other Committees and report its findings to the Board of Directors.

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The Nominating and Corporate Governance Committee consists entirely of independent directors, and each meets the independence requirements set forth in the NYSE Listing Standards.

The Chemours Nominating and Corporate Governance Committee will consider potential candidates suggested by Board members, as well as, management, stockholders and others.

The Board’s Corporate Governance Guidelines describe qualifications for directors. Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant professional accomplishment. The specific skills, experience and criteria that the Board may consider, and which may vary over time depending on current needs, include leadership; other board experience; experience involving technological innovation; chemicals industry experience; financial expertise; corporate governance; compensation and succession planning; familiarity with issues affecting global businesses; experience with global business management and operations; risk management; prior government service; and diversity. Additionally, directors will be expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibilities.

When considering candidates for nomination, the Nominating and Corporate Governance Committee takes into account these factors, among other items, to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interest of all stockholders. The Nominating and Corporate Governance Committee will not nominate for election as a director a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to Chemours.

Once the Nominating and Corporate Governance Committee has identified a prospective candidate, the Nominating and Corporate Governance Committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on whatever information is provided to the Nominating and

Corporate Governance Committee with the recommendation of the prospective candidate, as well as, the Nominating and Corporate Governance Committee’s own knowledge of the prospective candidate. This may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination will be based primarily on the likelihood that the prospective nominee can satisfy the factors described above. If the Nominating and Corporate Governance Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that further consideration is warranted, it may gather additional information about the prospective nominee’s background and experience.

The Nominating and Corporate Governance Committee also may consider other relevant factors as it deems appropriate, including the current composition of the Board and specific needs of the Board to assure its effectiveness. In connection with this evaluation, the Nominating and Corporate Governance Committee will determine whether to interview the prospective nominee. One or more members of the Nominating and Corporate Governance Committee and other Directors, as appropriate, may interview the prospective nominee in person or by telephone. After completing its evaluation, the Committee will conclude whether to make a recommendation to the full Board for its consideration.

The Nominating and Corporate Governance Committee considers candidates for director suggested by stockholders, applying the factors for potential candidates described above and taking into account the additional information provided by the stockholder or gathered by the Committee. Stockholders wishing to suggest a candidate for director should write to the Corporate Secretary and include the detailed information required under the Company’s Bylaws.

A stockholder’s written notice to the Corporate Secretary described in the preceding paragraph must be delivered to The Chemours Company, 1007 Market Street, Wilmington, DE 19899, Attention:

Corporate Secretary. Stockholders who wish to nominate candidates for the Board of Directors must follow the procedures described under “2017 Annual Meeting of Stockholders — Procedures for Submitting Stockholder Proposals and Nominations” in this Proxy Statement.

The Chairman of the Annual Meeting or any other annual meeting or special meeting of stockholders may refuse to acknowledge the nomination of any

person not made in compliance with the foregoing procedures. A stockholder’s compliance with these procedures will not require the Company to include information regarding a proposed nominee in the Company’s proxy solicitation materials.

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