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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 24, 2023

GARRETT MOTION INC.

(Exact name of Registrant as specified in its charter)

Delaware 1-38636 82-4873189

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 

La Pièce 16

Rolle, Switzerland

 1180
(Address of Principal Executive Offices) (Zip Code)

+41 21 695 30 00

(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:

 

☐ 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:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   GTX   The Nasdaq Stock Market LLC
Series A Cumulative Convertible Preferred Stock, par value $0.001 per share   GTXAP   The Nasdaq Stock Market LLC

 

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 May 24, 2023, Garrett Motion Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2023 (the “Proxy Statement”).

 

Item 1 - Election of nine directors for a term of office expiring on the date of the Company’s 2024 Annual Meeting of Stockholders.

 

NOMINEE Votes
FOR		 Votes
AGAINST		 Votes
ABSTAINED		 Broker
Non-Votes
Daniel Ninivaggi   277,087,466   435,329   292,489   17,187,997
Kevin Mahony   276,798,225   724,542   292,517   17,187,997
D’aun Norman   277,361,571   161,851   291,862   17,187,997
John Petry   275,279,856   2,240,655   294,773   17,187,997
Tina Pierce   273,354,755   4,169,911   290,618   17,187,997
Olivier Rabiller   276,942,864   579,793   292,627   17,187,997
Robert Shanks   277,437,654   83,372   294,258   17,187,997
Julia Steyn   277,434,780   87,698   292,806   17,187,997
Steven Tesoriere   276,637,685   885,438   292,161   17,187,997

 

Item 2 - Ratification of the appointment of Deloitte SA as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

Votes
FOR

  

Votes
AGAINST

  

Votes
ABSTAINED

  

Broker Non-

Votes

294,009,564   39,967   953,750   N/A

 

Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

 


Votes
FOR		  
Votes
AGAINST		  
Votes
ABSTAINED		   Broker Non-
Votes
276,222,316   754,635   838,333   17,187,997

 

Based on the foregoing votes, the director nominees named above were elected and Items 2 and 3 were approved.

 

   

 

 

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.

 

  GARRETT MOTION INC.  
       

Date: May 25, 2023

 By: /s/ Jerome P. Maironi  
 

Jerome P. Maironi

  
 

Senior Vice President, General Counsel and Corporate Secretary