8-K: Current report filing
Published on October 26, 2023
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) October 25, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(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):
Securities registered pursuant to Section 12(b) of the Act:
| (Title of class) | (Trading symbol) | (Exchange on which registered) | ||||||||||||
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 Rule12b-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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Mary S. Zappone as Director
On October 25, 2023, the Board of Directors (the “Board”) of Axalta Coating Systems Ltd. (“Axalta” or the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), approved an increase in its size from ten to eleven members and the appointment of Mary S. Zappone to fill the newly-created vacancy. Ms. Zappone’s term as a director will continue until Axalta’s 2024 Annual General Meeting of Members (the “2024 AGM”) or until her successor is elected or appointed or her office is otherwise vacated.
Ms. Zappone has also been appointed to each of the Audit Committee and the Environment, Health, Safety and Sustainability Committee of the Board, effective concurrently with the effectiveness of her Board appointment. Prior to her appointment, the Board concluded that Ms. Zappone satisfies all of the independence requirements of Axalta, the New York Stock Exchange and the U.S. Securities and Exchange Commission (the “SEC”) applicable to directors and members of the Audit Committee. Ms. Zappone currently serves as Chief Executive Officer of Sundyne LLC, a global leader in the design and manufacture of mission critical pumps and compressors, a role she has held since 2021.
Upon her appointment to the Board, Ms. Zappone became entitled to participate in Axalta’s standard non-employee director compensation program (as described in Axalta’s proxy statement filed with the SEC on April 25, 2023 (File No. 001-36733)), with cash retainers prorated for partial service in the quarter. In particular, Ms. Zappone received the annual non-employee director grant of restricted stock units (“RSUs”) on October 25, 2023, but prorated based on the number of days she is expected to serve in 2023, and with the RSUs vesting 100% on the first anniversary of the grant date.
There are no arrangements or understandings between Ms. Zappone and any other persons pursuant to which Ms. Zappone was selected as director. There are no transactions involving Ms. Zappone that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Director Steven M Chapman to Step Down
On October 25, 2023, current director Steven M. Chapman informed the Company that he does not intend to stand for re-election to the Board when his term as a Director expires at the 2024 AGM. Mr. Chapman’s decision was not a result of any disagreement with the Company.
Item 7.01. Regulation FD Disclosure.
On October 26, 2023, Axalta issued a press release announcing the appointment of Ms. Zappone to the Board and Mr. Chapman's decision not to stand for re-election. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item 7.01, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, 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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: | October 26, 2023 | By: | /s/ Brian A. Berube | ||||||||
| Brian A. Berube | |||||||||||
| Senior Vice President, General Counsel & Corporate Secretary | |||||||||||