SEC Form 8-K filed by Aptiv PLC

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):

December 2, 2024

Aptiv PLC

(Exact name of registrant as specified in its charter)

5 Hanover Quay

Grand Canal Dock

Dublin, D02 VY79, Ireland

(Address of Principal Executive Offices, Including Zip Code)

(Registrant’s Telephone Number, Including Area Code) 353-1-259-7013

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

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 (see General Instruction A.2. below):

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 2, 2024, Aptiv PLC (the “Company”) held the Court Meeting and the Extraordinary General Meeting of Shareholders (the “Special Meetings”), each as described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 6, 2024 (the “Proxy Statement”). A quorum was present at each of the Special Meetings in accordance with Jersey law and the Company’s articles of association. Set forth below are the voting results for each matter voted upon at the Special Meetings. Capitalized terms used but not defined herein shall have the meanings given to them in the Proxy Statement. The matters that were voted on at the Special Meetings, and the final voting results as to each such matter, are set forth below.

At the Court meeting, the Company’s shareholders approved the following proposal:

There were no broker non-votes with respect to this proposal.

At the Extraordinary General Meeting, the Company’s shareholders voted upon and approved the following proposals:

There were no broker non-votes with respect to these proposals.

Item 8.01 Other Events.

Subject to sanction of the Scheme by the Royal Court of Jersey at a hearing to be held on December 13, 2024 and the satisfaction of certain other conditions described in the Proxy Statement, the Scheme is expected take effect after close of trading on the New York Stock Exchange on December 17, 2024, following which Aptiv Holdings Limited (which will be renamed to “Aptiv PLC” in connection with effectiveness of the Scheme), will become the publicly listed parent company of the Aptiv group.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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