APTV 8-K
Aptiv PLC (APTV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 2, 2024, Aptiv PLC (the “Company”) held the Court Meeting and the Extraordinary General Meeting of Shareholders (the “Special Meetings”), each as described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 6, 2024 (the “Proxy Statement”). A quorum was present at each of the Special Meetings in accordance with Jersey law and the Company’s articles of association. Set forth below are the voting results for each matter voted upon at the Special Meetings. Capitalized terms used but not defined herein shall have the meanings given to them in the Proxy Statement. The matters that were voted on at the Special Meetings, and the final voting results as to each such matter, are set forth below.
At the Court meeting, the Company’s shareholders approved the following proposal:
| a. | A proposal to approve the Scheme as set forth in the Proxy Stataement. |
For |
Against | |
| 206,970,995 | 704,751 |
There were no broker non-votes with respect to this proposal.
At the Extraordinary General Meeting, the Company’s shareholders voted upon and approved the following proposals:
| a. | A proposal to authorize the directors to take all such actions necessary or appropriate to carry the Scheme into effect; to amend the articles of association of the Company to give effect to the Scheme; and subject to and conditional upon the Scheme becoming effective, change the name and status of Aptiv PLC. |
For |
Against |
Abstain | ||
| 203,306,288 | 2,630,451 | 110,833 |
| b. | A proposal to approve the Merger as described in the Proxy Statement, subject to and conditional upon the Scheme becoming effective. |
For |
Against |
Abstain | ||
| 203,307,953 | 2,626,979 | 112,640 |
There were no broker non-votes with respect to these proposals.
Item 8.01 Other Events.
Subject to sanction of the Scheme by the Royal Court of Jersey at a hearing to be held on December 13, 2024 and the satisfaction of certain other conditions described in the Proxy Statement, the Scheme is expected take effect after close of trading on the New York Stock Exchange on December 17, 2024, following which Aptiv Holdings Limited (which will be renamed to “Aptiv PLC” in connection with effectiveness of the Scheme), will become the publicly listed parent company of the Aptiv group.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 2, 2024 | APTIV PLC | |||||
| By: | /s/ Katherine H. Ramundo | |||||
| Katherine H. Ramundo | ||||||
| Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary | ||||||
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