Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, at the 2023 Annual General Meeting of Members (the "AGM") ofAxalta Coating Systems Ltd. ("Axalta") held onJune 7, 2023 , Axalta's members approved the amendment and restatement of Axalta's Amended and Restated 2014 Incentive Award Plan (the "2014 Plan", and as amended and restated, the "Restated Plan") to, among other things, make 5,600,000 additional common shares available for issuance under the 2014 Plan. The Restated Plan is a long-term incentive plan pursuant to which awards may be granted to employees, consultants or non-employee directors of Axalta and its subsidiaries, including options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance awards and stock payment awards. A detailed summary of the terms of the Restated Plan is set forth in Proposal No. 3 in Axalta's definitive proxy statement for the AGM filed with theU.S. Securities and Exchange Commission onApril 25, 2023 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Axalta's AGM was held on
At the AGM, Axalta's members: (i) elected nine directors, each for a term expiring at Axalta's 2024 Annual General Meeting of Members (the "2024 AGM"); (ii) approved the appointment ofPricewaterhouseCoopers LLP as Axalta's independent registered public accounting firm and auditor until the conclusion of the 2024 AGM and the delegation of authority to Axalta's Board of Directors, acting through the Audit Committee, to fix the terms and remuneration thereof; (iii) approved the amendment and restatement of the 2014 Plan; and (iv) approved the compensation of Axalta's named executive officers ("Say on Pay") for 2022. Election of Nine Directors: Name Votes For Votes Withheld Broker-Non-Votes Jan A. Bertsch 204,465,804 687,185 3,838,416 Steven M. Chapman 201,890,368 3,262,621 3,838,416 William M. Cook 200,605,597 4,547,392 3,838,416 Tyrone M. Jordan 197,076,501 8,076,488 3,838,416 Deborah J. Kissire 180,245,813 24,907,176 3,838,416 Robert M. McLaughlin 201,493,843 3,659,146 3,838,416 Rakesh Sachdev 191,142,767 14,010,222 3,838,416 Samuel L. Smolik 198,410,950 6,742,039 3,838,416 Chris Villavarayan 203,456,174 1,696,815 3,838,416
Appointment of
Votes For Votes Against Abstentions 202,351,016 6,586,134 54,255 Amendment and Restatement of the Amended and Restated 2014 Incentive Award Plan: Votes For Votes Against Broker Non-Votes Abstentions 198,027,079 7,052,155 3,838,416 73,755
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Say on Pay for 2022: Votes For Votes Against Broker Non-Votes Abstentions 189,519,586 15,558,691 3,838,416 74,712
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