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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 22, 2025

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)

 

47548 Halyard Drive, Plymouth, MI 48170

and

La Pièce 16, 1180 Rolle, Switzerland

(Address of principal executive offices) (Zip Code)

 

+1 734 392 5500

and

+41 21 695 30 00

(Registrant’s telephone number, including area code)

 

Not Applicable

(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

 

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 22, 2025, Garrett Motion Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 9, 2025 (the “Proxy Statement), are as follows:

 

Item 1 - Election of nine directors for a term of office expiring on the date of the Company’s 2026 Annual Meeting of Shareholders.

 

NOMINEE   Votes
FOR
  Votes
AGAINST
  Votes
ABSTAINED
  Broker
Non-Votes
Daniel Ninivaggi   173,435,160   996,802   737,553   14,184,337
Paul Camuti   173,227,680   1,201,518   740,317   14,184,337
Joachim Drees   174,095,213   338,480   735,822   14,184,337
Kevin Mahony   172,987,353   1,444,830   737,332   14,184,337
D’aun Norman   173,468,973   960,111   740,431   14,184,337
Olivier Rabiller   174,184,031   265,775   719,709   14,184,337
Robert Shanks   174,540,348   321,682   307,485   14,184,337
Julia Steyn   174,143,567   291,309   734,639   14,184,337
Steven Tesoriere   173,937,195   495,120   737,200   14,184,337

 

Item 2 - Ratification of the appointment of Deloitte SA as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

 

Votes
FOR
  Votes
AGAINST
Votes
ABSTAINED
  Broker Non-
Votes
189,250,550   66,173   37,129   N/A

 

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
173,081,104   1,128,884   959,527   14,184,337

 

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
ONE YEAR
 

Votes for

TWO YEARS

 

Votes for

THREE YEARS

 

Votes

ABSTAINED

  Broker Non-
Votes
173,647,881   26,251   742,169   753,214   14,184,337

 

Based on the foregoing votes, the director nominees named above were elected, Items 2 and 3 were approved, and shareholders approved the recommendation of the Company’s Board of Directors (the “Board”) to hold future advisory votes on the compensation of the Company’s named executive officers every year. The Talent Management and Compensation Committee of the Board has determined to hold future advisory votes on the compensation of the Company’s named executive officers every year.

 

 

   

 

 

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.  
         
         
  By: /s/ Jerome P. Maironi  
  Name:

Jerome P. Maironi

 
  Title:

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

Date: May 29, 2025