Garrett Motion Inc. Files 8-K with Corporate Updates

TL;DR

Garrett Motion filed an 8-K on 5/29 for corporate updates, bylaws, and shareholder votes.

AI Summary

Garrett Motion Inc. filed an 8-K on May 29, 2024, reporting on several key items. These include amendments to its articles of incorporation or bylaws, the submission of matters to a vote of security holders, and the filing of financial statements and exhibits. The filing does not contain specific dollar amounts or detailed financial results but serves as a procedural update.

Why It Matters

This filing indicates procedural corporate actions and the submission of required documents, which are standard for public companies but important for maintaining compliance and transparency.

Risk Assessment

Risk Level: low — The filing is procedural and does not contain new financial risks or significant operational changes.

Key Players & Entities

• Garrett Motion Inc. (company) — Registrant
• May 29, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — e on which registered Common Stock, $0.001 par value per share GTX The Nasdaq

Filing Documents

• eh240488269_8k.htm (8-K) — 48KB
• eh240488269_ex0301.htm (EX-3.1) — 46KB
• eh240488269_ex0302.htm (EX-3.2) — 170KB
• 0000950142-24-001466.txt ( ) — 492KB
• gtx-20240529.xsd (EX-101.SCH) — 3KB
• gtx-20240529_lab.xml (EX-101.LAB) — 33KB
• gtx-20240529_pre.xml (EX-101.PRE) — 22KB
• eh240488269_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 29, 2024, Garrett Motion Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). As described in Item 5.07 below, at the Annual Meeting, stockholders approved certain amendments (the "Charter Amendments") to the Company's Second Amended and Restated Certificate of Incorporation (the "Second Amended and Restated Certificate of Incorporation"), as described in the Company's Definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 12, 2024 (the "Proxy Statement"). The Company's Third Amended and Restated Certificate of Incorporation, marked to show the Amendments, is filed hereto as Exhibit 3.1. Following stockholder approval of the Charter Amendments, on May 29, 2024, the Board of Directors of the Company adopted an amendment to the Company's bylaws (the "Bylaw Amendment," and the bylaws as so amended and restated, the "Amended and Restated Bylaws"), to establish the procedures by which one or more holders who beneficially own 25% of our common stock may request that the Company call a special meeting of our stockholders. Pursuant to the Bylaw Amendment, a stockholder wishing to request to call a special meeting must deliver a notice to the Corporate Secretary of the Company containing certain information including, but not limited to, a statement of the purpose of the requested special meeting, documentary evidence that the requesting holder(s) beneficially own(s) at least 25% of the outstanding shares of common stock of the Company as of the date of the request, and certain specified information, representations, and agreements required with respect to the requesting holder and any director nominations or other business proposed to be presented at the special meeting. Additionally, pursuant to the Bylaw Amendment, a special meeting that is properly requested shall be held not more than

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Proxy Statement, are as follows.

- Election of nine directors for a term of office expiring on the

Item 1 - Election of nine directors for a term of office expiring on the date of the Company's 2025 Annual Meeting of Stockholders. NOMINEE Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes Daniel Ninivaggi 187,771,124 1,785,651 78,852 18,556,190 Paul Camuti 189,260,891 296,142 78,594 18,556,190 Joachim Drees 189,279,325 277,745 78,557 18,556,190 Kevin Mahony 189,232,374 325,038 78,215 18,556,190 D'aun Norman 189,008,541 546,933 80,153 18,556,190 Olivier Rabiller 189,242,887 313,927 78,813 18,556,190 Robert Shanks 189,276,124 280,447 79,056 18,556,190 Julia Steyn 189,179,118 371,323 85,186 18,556,190 Steven Tesoriere 178,320,382 11,284,925 30,320 18,556,190

- Ratification of the appointment of Deloitte SA as the Company's

Item 2 - Ratification of the appointment of Deloitte SA as the Company's independent registered public accounting firm for the year ending December 31, 2024. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non- Votes 208,016,348 46,009 129,460 N/A

- Approval, on an advisory (non-binding) basis, of the compensation

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 185,831,580 3,414,189 389,858 18,556,190

- Approval of an amendment to our Second Amended and Restated Certificate

Item 4 - Approval of an amendment to our Second Amended and Restated Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non- Votes 189,522,112 72,963 40,552 18,556,190

– Approval of an amendment to our Second Amended and Restated Certificate of Incorporation

Item 5 – Approval of an amendment to our Second Amended and Restated Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non- Votes 178,422,140 10,863,291 350,196 18,556,190

– Approval of an amendment to our Second Amended and Restated Certificate of Incorporation

Item 6 – Approval of an amendment to our Second Amended and Restated Certificate of Incorporation to permit stockholders to call special meetings. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non- Votes 189,422,206 80,845 132,576 18,556,190 Based on the foregoing votes, the director nominees named above were elected, and Items 2, 3, 4, 5 and 6 were approved.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Document Description 3.1 Third Amended and Restated Certificate of Incorporation of Garrett Motion Inc., amended and restated on May 29, 2024 (marked to show changes from prior version) 3.2 Fifth Amended and Restated By-laws of Garrett Motion Inc., amended and restated on May 29, 2024 (marked to show changes from prior version) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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: May 29, 2024 By: /s/ Jerome P. Maironi Name: Jerome P. Maironi Title: Senior Vice President, General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR