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) April 2, 2017

AXALTA COATING SYSTEMS LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-36733	98-1073028
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103

(Address of principal executive offices)    (Zip Code)

 

(855) 547-1461

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 (see General Instruction A.2. below):

¬ 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))

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director Elizabeth C. Lempres

On April 2, 2017, the Board of Directors (the “Board”) of Axalta Coating Systems Ltd. (“Axalta”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Elizabeth Cahill Lempres to the Board as a Class II director, with a term expiring at Axalta’s 2019 annual general meeting of members.

Ms. Lempres has been appointed to the Environment, Health, Safety & Sustainability Committee of the Board, effective as of April 2, 2017. Prior to her appointment, the Board concluded that Ms. Lempres satisfies all of the applicable independence requirements of Axalta, the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”). Ms. Lempres currently serves as a Senior Partner at McKinsey & Company, a leading management consulting firm.

Upon her appointment to the Board, Ms. Lempres became entitled to receive the annual cash stipend for non-employee directors in the amount of $75,000, payable quarterly in arrears and prorated for partial service in the quarter. Ms. Lempres will be eligible to receive awards under Axalta’s equity incentive plans to the same extent as other non-employee directors. In addition, Ms. Lempres and Axalta will enter into Axalta’s standard form of director Indemnification Agreement, which was filed with the SEC on October 30, 2014 as Exhibit 10.48 to Axalta’s Registration Statement on Form S-1 (File No. 333-198271).

Departure of Director Gregory S. Ledford

On April 2, 2017, Gregory S. Ledford informed Axalta that he is resigning from the Board effective as of such date in accordance with the terms of Axalta’s Principal Stockholders Agreement following the sale by investment funds affiliated with The Carlyle Group (“Carlyle”) of 41,621,996 Axalta common shares in August 2016, representing all of Carlyle’s remaining ownership interest in Axalta. Mr. Ledford was the final remaining Carlyle designee serving on Axalta’s Board, and following his resignation all obligations of the parties under the Principal Stockholders Agreement have been satisfied and the contract is now complete. Ms. Lempres was appointed to fill the Board seat vacated by Mr. Ledford.

Item 7.01. Regulation FD Disclosure.

On April 3, 2017, Axalta issued a press release announcing the appointment of Ms. Lempres to the Board. The press release is furnished as Exhibit 99.1 to this Current Report. The information furnished with this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated April 3, 2017

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SIGNATURES

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.

		AXALTA COATING SYSTEMS LTD.
Date:	April 3, 2017	By:	/s/ Michael F. Finn
			Michael F. Finn
			Senior Vice President, General Counsel & Corporate Secretary

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated April 3, 2017