ADIENT PLC (NYSE:ADNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2019, the Board of Directors (the “Board”) of Adient plc (“Adient”) appointed José M. Gutiérrez to the Board effective immediately to serve a term initially expiring at Adient’s 2020 Annual General Meeting of Shareholders. The Board also appointed Mr. Gutiérrez to serve as a member of the Audit Committee and Corporate Governance Committee of the Board. The Board has determined that Mr. Gutiérrez is an independent director under the New York Stock Exchange listing standards and Adient’s Corporate Governance Guidelines. In connection with Mr. Gutiérrez’s appointment, the Board acted to increase the number of directors serving on the Board from eight to nine in accordance with Adient’s Articles of Association.
There are currently no arrangements or understandings between Mr. Gutiérrez and any other person to which Mr. Gutiérrez was elected to serve as a member of the Board. Adient is not aware of any transaction involving Mr. Gutiérrez requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Adient’s Compensation Summary and Ownership Guidelines for Non-Employee Directors, as amended and restated effective as of October 1, 2018, which was filed as Exhibit 10.21 to Adient’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, is applicable to Mr. Gutiérrez. In connection with Mr. Gutiérrez’s election to the Board, he will receive a pro rata portion of the current $145,000 annual cash retainer Adient pays to its non-employee directors as well as a pro rata portion of the annual $145,000 retainer that is paid in ordinary shares of Adient. The ordinary shares will be issued to the Adient plc 2016 Director Share Plan.
Additionally, in connection with Mr. Gutiérrez’s appointment to the Board, Adient and Mr. Gutiérrez will enter into indemnification agreements in substantially the same form that Adient has entered into with each of Adient’s other directors. The forms of such indemnificationagreements were filed as Exhibits 10.5 and 10.6 to Amendment No. 1 to Adient’s Annual Report on Form 10-K/A for the fiscal year ended September 30, 2016.
Item 5.02. Regulation FD Disclosure.
On March 22, 2019, Adient issued a press release announcing the appointment of Mr. Gutiérrez to the Board, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02. Financial Statements and Exhibits.
(d) Exhibits.
Adient plc Exhibit
EX-99.1 2 exhibit991march222019.htm EXHIBIT 99.1 exhibit991march222019 Exhibit 99.1 Adient announces José Gutiérrez to join automotive seat supplier’s Board of Directors PLYMOUTH,…
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About ADIENT PLC (NYSE:ADNT)
Adient plc, formerly Adient Limited, is an automotive seating supplier. The Company designs, manufactures and markets a range of seating systems and components for passenger cars, commercial vehicles, and light trucks, including vans, pick-up trucks, and sport/crossover utility vehicles. The Company operates through two segments: Seating and Interiors. The Seating segment produces automotive seat metal structures, and mechanisms, foam, trim, fabric and complete seat systems. The Interiors segment produces instrument panels, floor consoles, door panels, overhead consoles, cockpit systems, decorative trim and other products. The Company also supplies various seating systems to the international motorsports industry through its RECARO brand of products. It operates approximately 230 manufacturing or assembly facilities, with operations in over 30 countries. Its technologies focus on offering automotive seating solutions in a range of areas, including frames, armrests and fabrics.