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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 19, 2024
AXALTA COATING SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
Bermuda
001-36733
98-1073028
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

1050 Constitution Avenue, Philadelphia, Pennsylvania 19112
(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:
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Robert M. McLaughlin to Retire
On March 19, 2024, current director Robert M. McLaughlin informed the Board of Directors (the “Board”) of Axalta Coating Systems Ltd. (the “Company”) that he does not intend to stand for re-election to the Board at the 2024 Annual General Meeting of Members (the "2024 AGM") and that he is retiring from the Board when his term as a director expires at the 2024 AGM. Mr. McLaughlin’s decision was not a result of any disagreement with the Company.
Item 7.01. Regulation FD Disclosure.
On March 21, 2024, the Company issued a press release announcing Mr. McLaughlin's decision to retire from the Board and not to stand for re-election at the 2024 AGM. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item 7.01, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
    (d) Exhibits
Exhibit No.   Description
 
99
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.
AXALTA COATING SYSTEMS LTD.
 
 
 
Date: March 21, 2024 By: /s/ Alex Tablin-Wolf
Alex Tablin-Wolf
Senior Vice President, General Counsel & Corporate Secretary


EX-99 2 a32120248-kbod_exhibit99.htm EX-99 Document
Exhibit 99
News Release
image_0a.jpg
Axalta Coating Systems
1050 Constitution Avenue
Philadelphia, PA 19112
USA

Investor Contact
Christopher Evans
D +1 484-724-4099
Christopher.Evans@axalta.com

Media Contact
Robert Donohoe
D +1 267-756-3803
Robert.Donohoe@axalta.com


For Immediate Release

Robert McLaughlin to Retire from Axalta Board of Directors


PHILADELPHIA, March 21, 2024 – Axalta Coating Systems Ltd. (NYSE: AXTA), a leading global coatings company, today announced that Robert M. McLaughlin has decided that he will retire from Axalta’s Board of Directors and will not stand for re-election at Axalta’s 2024 Annual General Meeting of Members (the "AGM"). Mr. McLaughlin has been a member of Axalta’s Board since 2014 and currently serves as the Chair of the Audit Committee and a member of the Compensation Committee. Mr. McLaughlin will continue to serve as a member of the Board until the AGM.

“It has been a privilege to serve as a member of Axalta’s Board for the past ten years,” said Mr. McLaughlin. “I am proud of the evolution and growth of the company over the past decade. I believe Axalta has a bright future and I look forward to watching Chris and the team lead the company to even greater success,” Mr. McLaughlin added.

“On behalf of the Board, I would like to thank Bob for his decade of Board service and leadership of the Audit Committee,” said Rakesh Sachdev, Axalta’s Board Chair. “Bob has been a leader on the Board as we've overseen the advancement of the company’s business and strategy. His dedication and many contributions to the Board and the company are greatly appreciated.”

Chris Villavarayan, Axalta’s Chief Executive Officer and President added, “Bob was instrumental in helping me integrate into Axalta and has been an incredible thought partner. It has been tremendous to work with him over the past year as we’ve positioned the company for success. I wish Bob the best.”

In connection with the decision of Mr. McLaughlin not to stand for re-election at the AGM, the Board has appointed Jan Bertsch, a current Board member and member of the Audit Committee, to serve as Chair of the Audit Committee, effective in June 2024.

Axalta is a global leader in the coatings industry, providing customers with innovative, colorful, beautiful, and sustainable coatings solutions. From light vehicles, commercial vehicles and refinish applications to electric motors, building facades and other industrial applications, our coatings are designed to prevent corrosion, increase productivity, and enhance durability. With more than 150 years of experience in the coatings industry, the global team at Axalta continues to find ways to serve our more than 100,000 customers in over 140 countries better every day with the finest coatings, application systems and technology. For more information visit axalta.com and follow us @axalta on X.