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): March 12, 2024
ADIENT PLC
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Ireland | 001-37757 | 98-1328821 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| | |
3 Dublin Landings, North Wall Quay Dublin 1, Ireland D01 H104 |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: 734-254-5000
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of class | | Trading symbol(s) | | Name of exchange on which registered |
| Ordinary Shares, par value $0.001 | | ADNT | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Adient plc (“Adient”) held its 2024 Annual General Meeting on March 12, 2024. The independent inspector of elections for the 2024 Annual General Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote of shareholders at the 2024 Annual General Meeting, certifying on March 12, 2024 the voting results set forth below.
Proposal One:
Adient’s shareholders elected, by separate resolutions, the following nine directors for a period of one year, expiring at the end of Adient’s Annual General Meeting of Shareholders in 2025, by the following votes:
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Vote |
| Julie L. Bushman | 78,461,093 | 417,437 | 52,825 | 4,467,101 |
| Peter H. Carlin | 77,686,919 | 1,189,287 | 55,149 | 4,467,101 |
| Ricky T. Dillon | 78,523,099 | 350,627 | 57,629 | 4,467,101 |
| Jerome J. Dorlack | 78,578,179 | 298,946 | 54,230 | 4,467,101 |
| Jodi E. Eddy | 78,597,585 | 271,072 | 62,698 | 4,467,101 |
| Richard Goodman | 78,511,177 | 366,176 | 54,002 | 4,467,101 |
| José M. Gutiérrez | 78,095,049 | 778,395 | 57,911 | 4,467,101 |
| Frederick A. Henderson | 78,377,758 | 485,192 | 68,405 | 4,467,101 |
| Barb J. Samardzich | 78,384,367 | 493,139 | 53,849 | 4,467,101 |
Proposal Two:
Adient’s shareholders ratified, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as Adient’s independent auditor for fiscal year 2024 and authorized, by binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors’ remuneration by the following vote:
| | | | | | | | |
| For | Against | Abstain |
| 81,821,041 | 1,510,377 | 67,038 |
Proposal Three:
Adient’s shareholders approved, on an advisory basis, the compensation of Adient’s named executive officers by the following vote:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 75,253,643 | 3,602,404 | 75,308 | 4,467,101 |
Proposal Four:
Adient’s shareholders approved the renewal of the Board of Directors’ authority to issue shares under Irish law by the following vote:
| | | | | | | | |
| For | Against | Abstain |
| 82,061,383 | 1,263,000 | 74,073 |
Proposal Five:
Adient’s shareholders approved the renewal of the Board of Directors’ authority to opt-out of statutory preemption rights under Irish law by the following vote:
| | | | | | | | |
| For | Against | Abstain |
| 82,499,403 | 819,100 | 79,953 |
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.
| | | | | | | | |
| ADIENT PLC |
| Date: March 15, 2024 | By: | /s/ Heather M. Tiltmann |
| Name: | Heather M. Tiltmann |
| Title: | Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary |
