Adient plc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 11, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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)
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:
| Title of class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Ordinary Shares, par value $0.001 | ADNT | New York Stock Exchange | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 of this Current Report on Form 8-K, at the 2025 Annual General Meeting of Shareholders (the “2025 Annual General Meeting”) of Adient plc (“Adient”) held on March 11, 2025, the shareholders of Adient approved the Adient plc 2021 Omnibus Incentive Plan, as Amended and Restated effective as of March 11, 2025 (the “Amended Plan”) to increase the maximum ordinary shares authorized to be issued under the Amended Plan by 3,331,000 ordinary shares for a total of 4,931,000 ordinary shares.
The Amended Plan authorizes the grant of cash-based and equity-based incentive awards to eligible participants, including officers, other employees, consultants, advisors and directors. The Amended Plan is administered by Adient’s Human Capital and Compensation Committee or by the full Board of Directors.
For further information on the terms of potential awards and the other provisions of the Amended Plan, see the text of the Amended Plan. The description above is qualified by reference to the text of the Amended Plan, which is filed as Appendix A to Adient’s definitive proxy statement for the 2025 Annual General Meeting and incorporated herein by reference as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Adient held its 2025 Annual General Meeting on March 11, 2025. The independent inspector of elections for the 2025 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 11, 2025 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 2026, by the following votes:
| Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||
| Julie L. Bushman | 72,684,308 | 882,145 | 143,529 | 3,608,343 | ||||||||||
| Peter H. Carlin | 72,648,901 | 925,669 | 135,412 | 3,608,343 | ||||||||||
| Jerome J. Dorlack | 73,169,516 | 491,056 | 49,410 | 3,608,343 | ||||||||||
| Jodi E. Eddy | 72,648,434 | 918,227 | 143,321 | 3,608,343 | ||||||||||
| Richard Goodman | 72,595,905 | 981,136 | 132,941 | 3,608,343 | ||||||||||
| José M. Gutiérrez | 72,717,327 | 846,542 | 146,113 | 3,608,343 | ||||||||||
| Frederick A. Henderson | 73,315,918 | 325,165 | 68,899 | 3,608,343 | ||||||||||
| Barb J. Samardzich | 72,308,891 | 1,254,849 | 146,242 | 3,608,343 | ||||||||||
Proposal Two:
Adient’s shareholders ratified, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as Adient’s independent auditor for fiscal year 2025 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 | ||||||
| 75,843,844 | 1,393,928 | 80,553 | ||||||
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 | ||||||||
| 69,581,353 | 4,061,410 | 67,219 | 3,608,343 | ||||||||
Proposal Four:
Adient’s shareholders approved the adoption of the Amended Plan by the following vote:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 71,451,894 | 2,182,739 | 75,349 | 3,608,343 | ||||||||
Proposal Five:
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 | ||||||
| 76,264,961 | 995,497 | 57,867 | ||||||
Proposal Six:
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 | ||||||
| 75,598,117 | 1,645,501 | 74,707 | ||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| EXHIBIT INDEX | ||||||||
| Exhibit No. | Exhibit Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 14, 2025 | By: | /s/ Heather M. Tiltmann | ||||||
| Name: | Heather M. Tiltmann | |||||||
| Title: | Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary | |||||||