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Section 1: 8-K (8-K)

8-K

 

 

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

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