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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 26, 2022

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)

 

(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 26, 2022, 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 15, 2022 (the “Proxy Statement”).

 

Item 1 - Election of nine directors for a term of office expiring on the date of the Company’s 2023 Annual Meeting of Stockholders.

 

NOMINEE  Votes
FOR
  Votes
AGAINST
  Votes
ABSTAINED
  Broker
Non-Votes
Daniel Ninivaggi  279,386,797     263,622  209,630  25,789,294
Olivier Rabiller  278,286,896  1,363,617  209,536  25,789,294
D’aun Norman  279,354,787     288,023  217,239  25,789,294
John Petry  279,379,548     268,164  212,337  25,789,294
Tina Pierce  279,450,659     197,473  211,917  25,789,294
Robert Shanks  279,376,497     266,900  216,652  25,789,294
Steven Silver  278,796,958     850,694  212,397  25,789,294
Julia Steyn  279,368,412     278,646  212,991  25,789,294
Steven Tesoriere  278,219,278  1,427,654  213,117  25,789,294

 

Item 2 - Ratification of the appointment of Deloitte SA as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

 

Votes

FOR

 

Votes

AGAINST

 

Votes

ABSTAINED

 

Broker Non-

Votes

305,190,899  158,835  299,609  0

 

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
277,247,103  2,032,017  580,929  25,789,294

 

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 27, 2022 By: /s/ Jerome P. Maironi  
    Jerome P. Maironi  
    Senior Vice President, General Counsel and Corporate Secretary