Adient plc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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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 10, 2026
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2026, the Human Capital and Compensation Committee of Adient’s Board of Directors approved a one-time restricted stock unit retention award for James Conklin, Adient’s Executive Vice President, Americas (the “Special RSU Award”), pursuant to Adient’s 2021 Omnibus Incentive Plan, based on the centrality of his role in fiscal year 2026 and his key contributions to date. The Special RSU Award has a grant date of May 7, 2026 and a grant date fair value in an amount equal to $500,000. The Special RSU Award granted to Mr. Conklin will vest one-half per year over two years (subject to continued vesting upon an involuntary termination without cause, or accelerated vesting upon death or disability). The terms of the Special RSU Award will be reflected in a form of Restricted Shares or Restricted Share Unit Award Agreement (the “Special RSU Agreement”), which was filed as Exhibit 10.42 to Adient’s Annual Report on Form 10-K filed November 18, 2024 and incorporated by reference herein. The foregoing description of the Special RSU Agreement is not complete and is qualified in its entirety by the full text of the Special RSU Agreement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Adient held its 2026 Annual General Meeting on March 10, 2026. The independent inspector of elections for the 2026 Annual General Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote of shareholders at such meeting, certifying on March 10, 2026 the voting results set forth below.
Proposal One:
Adient’s shareholders elected, by separate resolutions, the following eight directors for a period of one year, expiring at the end of Adient’s Annual General Meeting of Shareholders in 2027, by the following votes:
| Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||
| Julie L. Bushman | 60,962,814 | 1,093,644 | 22,261 | 4,467,644 | ||||||||||
| Peter H. Carlin | 60,940,961 | 1,115,135 | 22,623 | 4,467,644 | ||||||||||
| Jerome J. Dorlack | 61,850,371 | 206,299 | 22,049 | 4,467,644 | ||||||||||
| Jodi E. Eddy | 61,551,980 | 504,238 | 22,501 | 4,467,644 | ||||||||||
| Richard Goodman | 60,932,081 | 1,125,052 | 21,586 | 4,467,644 | ||||||||||
| José M. Gutiérrez | 61,094,005 | 508,330 | 476,384 | 4,467,644 | ||||||||||
| Frederick A. Henderson | 61,400,469 | 656,354 | 21,896 | 4,467,644 | ||||||||||
| Barb J. Samardzich | 60,879,185 | 1,159,373 | 40,161 | 4,467,644 | ||||||||||
Proposal Two:
Adient’s shareholders ratified, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as Adient’s independent auditor for fiscal year 2026 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 | ||||||
| 64,999,110 | 1,465,490 | 81,763 | ||||||
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 | ||||||||
| 58,376,788 | 3,648,262 | 53,669 | 4,467,644 | ||||||||
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 | ||||||
| 66,000,692 | 486,826 | 58,845 | ||||||
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 | ||||||
| 63,752,476 | 2,725,975 | 67,912 | ||||||
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 13, 2026 | By: | /s/ Heather M. Tiltmann | ||||||
| Name: | Heather M. Tiltmann | |||||||
| Title: | Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary | |||||||