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 13, 2021
AXALTA COATING SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda | 001-36733 | 98-1073028 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
(855) 547-1461
Registrant’s telephone number, including area code
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Common Shares, $1.00 par value | | AXTA | | New York Stock Exchange |
| (Title of class) | | (Trading symbol) | | (Exchange on which registered) |
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 Rule12b-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.
The 2021 Annual General Meeting of Members (“AGM”) of Axalta Coating Systems Ltd. (“Axalta”) was held on May 13, 2021. The matters that were voted upon at the AGM and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, as applicable, are set forth below.
At the AGM, Axalta’s members: (i) elected nine directors, each for a term expiring at Axalta’s 2022 Annual General Meeting of Members; (ii) approved the appointment of PricewaterhouseCoopers LLP as Axalta’s independent registered public accounting firm and auditor until the conclusion of the 2022 Annual General Meeting of Members and the delegation of authority to Axalta’s Board of Directors, acting through the Audit Committee, to fix the terms and remuneration thereof; (iii) voted, on an advisory (non-binding) basis, that Axalta should hold future advisory votes (“Say on Frequency”) on the compensation paid to Axalta’s named executive officers every one year; and (iv) approved the compensation of Axalta’s named executive officers (“Say on Pay”) for 2020.
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| Election of Nine Directors: |
| Name | Votes For | Votes Withheld | Broker-Non-Votes |
| Robert W. Bryant | 190,719,793 | 905,793 | 8,960,231 |
| Steven M. Chapman | 190,293,639 | 1,331,947 | 8,960,231 |
| William M. Cook | 181,019,076 | 10,606,510 | 8,960,231 |
| Mark Garrett | 183,152,116 | 8,473,470 | 8,960,231 |
| Deborah J. Kissire | 185,314,080 | 6,311,506 | 8,960,231 |
| Elizabeth C. Lempres | 187,571,256 | 4,054,330 | 8,960,231 |
| Robert M. McLaughlin | 187,961,798 | 3,663,788 | 8,960,231 |
| Rakesh Sachdev | 176,120,733 | 15,504,853 | 8,960,231 |
| Samuel L. Smolik | 189,993,627 | 1,631,959 | 8,960,231 |
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| Appointment of PricewaterhouseCoopers LLP: |
| Votes For | Votes Against | | Abstentions |
| 195,426,353 | 5,040,124 | | 119,340 |
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| Say on Frequency: |
| One Year* | Two Years | Three Years | Broker Non-Votes | Abstentions |
| 188,417,508 | 112,701 | 2,971,573 | 8,960,231 | 123,804 |
*Axalta intends to hold the Say on Pay vote annually.
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| Say on Pay for 2020: |
| Votes For | Votes Against | Broker Non-Votes | Abstentions |
| 179,224,040 | 12,231,449 | 8,960,231 | 170,097 |
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.
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| | AXALTA COATING SYSTEMS LTD. |
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| Date: | May 17, 2021 | By: | /s/ Sean M. Lannon |
| | | Sean M. Lannon |
| | | Senior Vice President and Chief Financial Officer |
