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0001670541FALSE00016705412024-03-122024-03-12

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 12, 2024

ADIENT PLC
(Exact name of registrant as specified in its charter)

Ireland 001-37757 98-1328821
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)
 3 Dublin Landings, North Wall Quay
Dublin 1, Ireland D01 H104
(Address of principal executive offices)

Registrant’s telephone number, including area code: 734-254-5000

Not applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of class Trading symbol(s) Name of exchange on which registered
Ordinary Shares, par value $0.001 ADNT New York Stock Exchange


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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))




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.

Adient plc (“Adient”) held its 2024 Annual General Meeting on March 12, 2024. The independent inspector of elections for the 2024 Annual General Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote of shareholders at the 2024 Annual General Meeting, certifying on March 12, 2024 the voting results set forth below.

Proposal One:

Adient’s shareholders elected, by separate resolutions, the following nine directors for a period of one year, expiring at the end of Adient’s Annual General Meeting of Shareholders in 2025, by the following votes:

Nominee For Against Abstain Broker Non-Vote
Julie L. Bushman 78,461,093 417,437 52,825 4,467,101
Peter H. Carlin 77,686,919 1,189,287 55,149 4,467,101
Ricky T. Dillon 78,523,099 350,627 57,629 4,467,101
Jerome J. Dorlack 78,578,179 298,946 54,230 4,467,101
Jodi E. Eddy 78,597,585 271,072 62,698 4,467,101
Richard Goodman 78,511,177 366,176 54,002 4,467,101
José M. Gutiérrez 78,095,049 778,395 57,911 4,467,101
Frederick A. Henderson 78,377,758 485,192 68,405 4,467,101
Barb J. Samardzich 78,384,367 493,139 53,849 4,467,101

Proposal Two:

Adient’s shareholders ratified, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as Adient’s independent auditor for fiscal year 2024 and authorized, by binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors’ remuneration by the following vote:

For Against
Abstain
81,821,041 1,510,377 67,038

Proposal Three:

Adient’s shareholders approved, on an advisory basis, the compensation of Adient’s named executive officers by the following vote:

For Against
Abstain
Broker Non-Vote
75,253,643 3,602,404 75,308 4,467,101

Proposal Four:

Adient’s shareholders approved the renewal of the Board of Directors’ authority to issue shares under Irish law by the following vote:

For Against
Abstain
82,061,383 1,263,000 74,073




Proposal Five:

Adient’s shareholders approved the renewal of the Board of Directors’ authority to opt-out of statutory preemption rights under Irish law by the following vote:

For Against
Abstain
82,499,403 819,100 79,953




SIGNATURE

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.

ADIENT PLC
Date: March 15, 2024 By: /s/ Heather M. Tiltmann
Name: Heather M. Tiltmann
Title:
Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary