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): June 4, 2019
GARRETT MOTION INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 1-38636 | 82-487189 | ||
| (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) |
Registrant’s telephone number, including area code: +41 21 695 30 00
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 | New York Stock Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 June 4, 2019, Garrett Motion Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 66,832,578 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 89.54% of the Company’s outstanding common stock as of the April 11, 2019 record date. 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 24, 2019.
Item 1 — Election of two Class I directors for a term of office expiring on the date of the Company’s 2022 Annual Meeting of Stockholders.
| NOMINEE |
Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | ||||
| Olivier Rabiller |
43,778,212 | 7,484,289 | 158,908 | 15,411,169 | ||||
| Maura J. Clark |
43,836,929 | 7,441,049 | 143,431 | 15,411,169 |
Item 2 — Ratification of the appointment of Deloitte SA as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 66,535,990 |
201,602 | 94,986 | 0 |
Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 38,638,784 |
12,526,081 | 256,544 | 15,411,169 |
Item 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| Votes for 1 Year |
Votes for 2 Years |
Votes for 3 years |
Votes ABSTAINED |
Broker Non-Votes | ||||
| 50,608,954 |
152,067 | 488,648 | 171,740 | 15,411,169 |
Based on the foregoing votes, the director nominees named above were elected, Items 2 and 3 were approved, and the Company’s stockholders recommended that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every year. Based on the foregoing voting results and consistent with the Board of Directors’ recommendation, the Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board of Directors otherwise determines that a different frequency for such advisory vote is in the best interests of the Company.
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: June 7, 2019 |
By: |
/s/ Jerome Maironi | ||||
| Jerome Maironi | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||