Adient : Description Proxy Statement (definitive)

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Filed by the Registrant ☒

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12

ADIENT PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Adient plc

Proxy Statement and Notice of

2019 Annual General Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on March 11, 2019

The Notice of Annual General Meeting, Proxy Statement and the 2018

Annual Report are available athttps://materials.proxyvote.com/G0084W .

NOTICE OF THE 2019

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF ADIENT PLC:

What:

When:

2019 Annual General Meeting of Shareholders 1:00 p.m., local time, on Monday, March 11, 2019

Where:

Radisson Blu Hotel, Dublin Airport, Dublin, Ireland

Items of Business:

1. To elect, by separate resolutions, the following eight directors for a period of one year, expiring at the end of Adient's

Annual General Meeting of Shareholders in 2020:

John M. Barth	Raymond L. Conner	Frederick A. Henderson
Julie L. Bushman	Douglas G. Del Grosso	Barb J. Samardzich
Peter H. Carlin	Richard Goodman

• 2. To ratify, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as our independent auditor for fiscal year 2019 and to authorize, by binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors' remuneration;

• 3. To approve, on an advisory basis, our named executive officer compensation, as described in the accompanying Proxy Statement;

• 4. To receive and consider Adient's Irish Statutory Accounts for the fiscal year ended September 30, 2018 and the reports of the directors and auditors thereon and to review the affairs of Adient; and

5. To transact such other business as may properly come before the Annual General Meeting or any adjournment thereof.

Proposals 1, 2 and 3 are ordinary resolutions, which require the approval of a simple majority of votes cast at the meeting, assuming a quorum is present. There is no requirement under Irish law that Adient's Irish Statutory Accounts for the fiscal year ended September 30, 2018 or the directors' and auditors' reports thereon be approved by the shareholders, and no such approval will be sought at the Annual General Meeting. Adient's Irish Statutory Accounts will be available athttps://materials.proxyvote.com/G0084W on or about February 11, 2019.

Who Can Vote:

Shareholders of record at the close of business on January 11, 2019.

Voting:

YOUR VOTE IS VERY IMPORTANT. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you requested or received a hard copy of the proxy materials, on your enclosed proxy card. Any shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies, who need not be a shareholder of Adient to attend, speak and vote on your behalf. Proxies may be appointed at the times and in the manner set out in our proxy card.

Annual General Meeting Admission:

If you wish to attend the Annual General Meeting in person, please refer to the section entitled "Annual General Meeting Attendance" in the accompanying Proxy Statement for further details.

Annual General Meeting Questions:

PLEASE NOTE: The Annual General Meeting is expected to last less than 30 minutes . If you have any questions about the Annual General Meeting, please contact Adient Shareholder Services by:

• • [e-mail] ; or

• • calling 1-414-220-8901

By Order of the Board of Directors,

Cathleen A. Ebacher

Vice President, General Counsel and Secretary

January 25, 2019

Adient plc

25-28 North Wall Quay, IFSC

Dublin 1, Ireland

January 25, 2019

Dear Shareholder:

The Adient plc 2019 Annual General Meeting of Shareholders will convene on Monday, March 11, 2019, at 1:00 p.m., local time, at Radisson Blu Hotel, Dublin Airport, Dublin, Ireland. Shareholders who did not receive the Notice of Internet Availability of Proxy Materials will receive a copy of the Proxy Statement and Annual Report for fiscal year 2018 by mail. Please refer to the accompanying Proxy Statement, which details the business we will conduct at the Annual General Meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We believe this process will expedite the receipt of proxy materials by our shareholders and will lower the costs and reduce the environmental impact of our Annual General Meeting. Accordingly, on or about January 25, 2019, we will mail to our shareholders either a Proxy Statement or a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying Proxy Statement, our Annual Report on Form 10-K for fiscal year 2018 and our Irish Statutory Accounts for fiscal year 2018 via the Internet, as well as how to vote online. The Notice of Internet Availability of Proxy Materials and the Proxy Statement will also contain instructions about how you can request a paper copy of the proxy materials. Shareholders should not regard the Annual Report on Form 10-K, which contains our audited financial statements, or our Irish Statutory Accounts as proxy solicitation materials.

Even if you have elected not to receive printed proxy materials, you may access them electronically athttps://materials.proxyvote.com/G0084W.

For information on how to attend the Annual General Meeting, please read the section entitled "Annual General Meeting Attendance" in the accompanying Proxy Statement.

To ensure that you have a say in the governance of Adient, the compensation of its executive officers and the other matters presented for vote at the 2019

Annual General Meeting of Shareholders, it is important that you vote your shares. Please review the proxy materials and follow the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card to vote your shares. We hope you will exercise your rights as a shareholder and participate in the future of Adient.

Thank you for your continued support of Adient.

Sincerely,

ADIENT PLC

Frederick A. Henderson Chairman of the Board

Douglas G. Del Grosso

President and Chief Executive Officer

TABLE OF CONTENTS

PROXY STATEMENT 1

QUESTIONS AND ANSWERS 1

PROPOSAL ONE: ELECTION OF DIRECTORS 7

CORPORATE GOVERNANCE HIGHLIGHTS 11

CORPORATE GOVERNANCE 11

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 16

BOARD AND COMMITTEE INFORMATION 16 PROPOSAL TWO: RATIFICATION, BY NON-BINDING ADVISORY VOTE, OF THE APPOINTMENT OF ADIENT'S

INDEPENDENT AUDITOR FOR FISCAL YEAR 2019 AND AUTHORIZATION, BY BINDING VOTE, OF THE BOARD, ACTING

THROUGH THE AUDIT COMMITTEE, TO SET THE AUDITORS' REMUNERATION 19

AUDIT COMMITTEE REPORT 19

PROPOSAL THREE: APPROVAL, ON AN ADVISORY BASIS, OF ADIENT'S NAMED EXECUTIVE OFFICER COMPENSATION 22

COMPENSATION COMMITTEE REPORT 23

COMPENSATION DISCUSSION AND ANALYSIS 23

NON-EMPLOYEE DIRECTOR COMPENSATION 53

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 55

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 56

OTHER MATTERS AT THE ANNUAL GENERAL MEETING 57