Independent
Tenure on this board
10.4 yrs
Also a director at
Phillips 66 (PSX)Bio-techne Corp (TECH)
8 nominees · 5 ballot items.
Election of eight directors; ratification of PricewaterhouseCoopers LLP as auditor and authorization to set their remuneration; advisory approval of named executive officer compensation; renewal of Board authority to issue shares under Irish law; renewal of Board authority to opt-out of statutory preemption rights under Irish law (conditional on Proposal 4); and receipt and consideration of Adient’s Irish Statutory Accounts.
Elect eight directors to serve until the 2027 Annual General Meeting.
Ratify appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026 and authorize the Board, acting through the Audit Committee, to set auditors’ remuneration.
The proposal asks shareholders to ratify PwC as Adient’s independent auditor for fiscal year 2026 and to authorize the Board (via the Audit Committee) to set the auditors’ fees. Management seeks shareholder ratification as a standard corporate practice and to confirm the Audit Committee’s selection; the proxy discloses PwC’s engagement and prior audit of fiscal year 2025. Ratification is non-binding and routine; if not ratified the Audit Committee would consider another auditor, although it retains discretion to change auditors regardless of the vote. The board recommends a FOR vote, emphasizing PwC’s role, independence assessments by the Audit Committee, and continuity benefits (familiarity with the company’s accounting and risks). The resolution includes verbatim text authorizing the ratification and fee-setting. This is a routine audit-related matter and carries low governance risk, but a negative vote could signal shareholder concern about audit quality or independence and prompt the Audit Committee to review the relationship, fees, and potential rotation plans.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
The advisory proposal requests shareholder approval of the overall compensation program for Adient’s named executive officers as described in the CD&A and compensation tables. Management frames its program around pay-for-performance, long-term alignment via RSUs/PSUs, and retention, noting specific metrics (Adjusted EBITDA, Free Cash Flow, Return on Sales, cumulative FCF, relative TSR) and increased percent of pay at risk. The board recommends a FOR vote, highlighting peer benchmarking, use of independent consultants (Willis Towers Watson), clawback policies, ownership guidelines, and adjustments made to incentive outcomes considering restructuring costs and tariffs. As advisory, it’s non-binding but influences the Human Capital and Compensation Committee; a negative vote could trigger program redesign or heightened shareholder engagement. This item is governance-sensitive, linking pay outcomes to TSR and other financial measures, with the board arguing that compensation is aligned to shareholder interests while also maintaining retention and market competitiveness.
Renew the Board’s authority, under Irish law, to allot and issue ordinary shares up to approximately 20% of issued share capital for 18 months.
Renew authority for the Board to issue shares for cash without first offering them pro rata to existing shareholders (opt out of preemption rights), up to ~20% of issued share capital, conditional on Proposal 4.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.68% | 8,375,719 | $169M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.39% | 4,227,533 | $85M |
| 3 | PZENA INVESTMENT MANAGEMENT LLC | 4.64% | 3,635,297 | $73M |
| 4 | STATE STREET CORP | 4.00% | 3,139,267 | $63M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.87% | 3,033,094 | $61M |
| 6 | BlackRock, Inc. | 3.61% | 2,828,826 | $57M |
| 7 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.95% | 2,312,700 | $47M |
| 8 | Woodline Partners LP | 2.95% | 2,312,005 | $47M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.92% | 2,293,353 | $46M |
| 10 | HITE Hedge Asset Management LLC | 2.29% | 1,796,652 | $36M |
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