PHINIA Inc. filed SEC Form 8-K: 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): May 21, 2025
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, PHINIA Inc. (the “Company”) held its 2025 annual meeting of shareholders (“Annual Meeting”). The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below.
Proposal 1. The shareholders elected the following eight nominees as directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified. The voting results for the eight nominees are as follows:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Samuel R. Chapin | 33,846,953 | 313,309 | 27,187 | 2,537,904 | ||||||||||||||||||||||
| Brady D. Ericson | 34,142,981 | 21,582 | 22,886 | 2,537,904 | ||||||||||||||||||||||
| Robin Kendrick | 33,767,219 | 393,515 | 26,715 | 2,537,904 | ||||||||||||||||||||||
| Latondra Newton | 33,883,680 | 277,179 | 26,590 | 2,537,904 | ||||||||||||||||||||||
| D’aun Norman | 34,051,566 | 108,923 | 26,960 | 2,537,904 | ||||||||||||||||||||||
| Meggan M. Walsh | 33,883,426 | 277,373 | 26,650 | 2,537,904 | ||||||||||||||||||||||
| Rohan S. Weerasinghe | 33,746,876 | 413,662 | 26,911 | 2,537,904 | ||||||||||||||||||||||
| Roger J. Wood | 33,634,173 | 526,846 | 26,430 | 2,537,904 | ||||||||||||||||||||||
Proposal 2. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results are as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 31,782,280 | 2,364,758 | 40,411 | 2,537,904 | |||||||||||||||||
Proposal 3. The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025. The voting results are as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 35,136,658 | 1,560,091 | 28,604 | 0 | |||||||||||||||||
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: May 28, 2025 | By: | /s/ Robert Boyle | ||||||
| Name: Robert Boyle | ||||||||
| Title: Vice President, General Counsel and Secretary | ||||||||