Adient PLC

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve until the 2027 Annual General Meeting.

2. 2

   Ratification of Independent Auditor and Authorization to Set Auditors’ Remuneration

   ManagementBoard: FOR

   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.

   More detail

   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.

3. 3

   Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.

   More detail

   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.

4. 4

   Authorization of the Board to Issue Shares Under Irish Law

   ManagementBoard: FOR

   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.

5. 5

   Authorization of the Board to Opt-Out of Statutory Preemption Rights Under Irish Law

   ManagementBoard: FOR

   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.

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When is the Adient PLC 2026 annual meeting?

Adient PLC (ADNT) holds its 2026 annual shareholder meeting on Tuesday, March 10, 2026.

What is the record date for the Adient PLC 2026 meeting?

The record date for the Adient PLC 2026 meeting is Wednesday, January 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Adient PLC's 2026 meeting?

The board is presenting 8 director nominees at the Adient PLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Adient PLC 2026 meeting?

Shareholders will vote on 5 proposals at the Adient PLC 2026 meeting, each tagged with who proposed it and the board's recommendation.