PHINIA Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PHIN
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Consumer Discretionary
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): June 19, 2024
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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 June 19, 2024, the Board of Directors (the “Board”) of PHINIA Inc. (the “Company”) increased the size of the Board from seven to eight members and elected Meggan M. Walsh to fill the resulting vacancy, each effective July 1, 2024 (the “Effective Date”). The Board has affirmatively determined that Ms. Walsh, age 60, is an independent director under New York Stock Exchange listing standards and the Company’s independence requirements, as set forth in its Corporate Governance Guidelines.
There are no arrangements or understandings between Ms. Walsh and any other person pursuant to which she was selected as a director, and there are no relationships or transactions to which Ms. Walsh (or any member of her immediate family) is a party that would require disclosure under Item 404(a) of Regulation S-K.
As of the Effective Date, Ms. Walsh will participate in the Company’s non-employee director compensation program described in the Company’s proxy statement for its 2024 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 27, 2024. Ms. Walsh’s annual equity award pursuant to the non-employee director compensation program and her Board committee appointment will be approved by the Board at a later date.
A copy of the press release announcing the election of Ms. Walsh to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits. The following exhibits are being filed as part of this Report.
Exhibit Number | Description | ||||
99.1 | |||||
104.1 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | ||||
SIGNATURES
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.
| PHINIA Inc. | ||||||||
Date: June 25, 2024 | By: | /s/ Robert Boyle | ||||||
| Name: Robert Boyle | ||||||||
| Title: Vice President, General Counsel and Secretary | ||||||||