Garrett Motion (GTX) 8-KAmendments to Articles of Incorporation or Bylaws

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): May 29, 2024

GARRETT MOTION INC.

(Exact name of Registrant as specified in its charter)

+41 21 695 30 00

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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. ☐

On May 29, 2024, Garrett Motion Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As described in Item 5.07 below, at the Annual Meeting, stockholders approved certain amendments (the “Charter Amendments”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”), as described in the Company’s Definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 12, 2024 (the “Proxy Statement”). The Company’s Third Amended and Restated Certificate of Incorporation, marked to show the Amendments, is filed hereto as Exhibit 3.1.

Following stockholder approval of the Charter Amendments, on May 29, 2024, the Board of Directors of the Company adopted an amendment to the Company’s bylaws (the “Bylaw Amendment,” and the bylaws as so amended and restated, the “Amended and Restated Bylaws”), to establish the procedures by which one or more holders who beneficially own 25% of our common stock may request that the Company call a special meeting of our stockholders.

Pursuant to the Bylaw Amendment, a stockholder wishing to request to call a special meeting must deliver a notice to the Corporate Secretary of the Company containing certain information including, but not limited to, a statement of the purpose of the requested special meeting, documentary evidence that the requesting holder(s) beneficially own(s) at least 25% of the outstanding shares of common stock of the Company as of the date of the request, and certain specified information, representations, and agreements required with respect to the requesting holder and any director nominations or other business proposed to be presented at the special meeting. Additionally, pursuant to the Bylaw Amendment, a special meeting that is properly requested shall be held not more than 90 days after receipt of such request, subject to certain limited circumstances as specified in more detail in the Bylaw Amendment.

The Amended and Restated Bylaws became effective on May 29, 2024. The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

The voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement, are as follows.

Item 1 - Election of nine directors for a term of office expiring on the date of the Company’s 2025 Annual Meeting of Stockholders.

Item 2 - Ratification of the appointment of Deloitte SA as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

Item 4 - Approval of an amendment to our Second Amended and Restated Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes.

Item 5 – Approval of an amendment to our Second Amended and Restated Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law.

Item 6 – Approval of an amendment to our Second Amended and Restated Certificate of Incorporation to permit stockholders to call special meetings.

Based on the foregoing votes, the director nominees named above were elected, and Items 2, 3, 4, 5 and 6 were approved.

(d) Exhibits.

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.