8-K
Aptiv PLC (APTV)
View as plain text
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):
April 26, 2023
________________________________________________________________________________________________________________________
Aptiv PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
| Jersey | 001-35346 | 98-1029562 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
5 Hanover Quay
Grand Canal Dock
Dublin, D02 VY79, Ireland
(Address of Principal Executive Offices, Including Zip Code)
(Registrant’s Telephone Number, Including Area Code) 353-1-259-7013
(Former Name or Former Address, if Changed Since Last Report) N/A
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares. $0.01 par value per share | APTV | New York Stock Exchange |
| 5.50% Mandatory Convertible Preferred Shares, Series A, $0.01 par value per share | APTV PRA | New York Stock Exchange |
| 2.396% Senior Notes due 2025 | APTV | New York Stock Exchange |
| 1.500% Senior Notes due 2025 | APTV | New York Stock Exchange |
| 1.600% Senior Notes due 2028 | APTV | New York Stock Exchange |
| 4.350% Senior Notes due 2029 | APTV | New York Stock Exchange |
| 3.250% Senior Notes due 2032 | APTV | New York Stock Exchange |
| 4.400% Senior Notes due 2046 | APTV | New York Stock Exchange |
| 5.400% Senior Notes due 2049 | APTV | New York Stock Exchange |
| 3.100% Senior Notes due 2051 | APTV | New York Stock Exchange |
| 4.150% Senior Notes due 2052 | APTV | New York Stock Exchange |
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 Rule 12b-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 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual General Meeting of Shareholders was held on April 26, 2023. The matters that were voted on at the meeting, and the final voting results as to each such matter, are set forth below.
- The Company’s shareholders elected for one-year terms the following directors:
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Kevin P. Clark | 220,065,068 | 14,582,671 | 1,506,497 | 5,949,668 |
| Richard L. Clemmer | 233,996,895 | 1,592,676 | 564,665 | 5,949,668 |
| Nancy E. Cooper | 231,261,999 | 4,464,004 | 428,233 | 5,949,668 |
| Joseph L. Hooley | 223,939,440 | 11,781,481 | 433,315 | 5,949,668 |
| Merit E. Janow | 227,784,470 | 7,936,780 | 432,986 | 5,949,668 |
| Sean O. Mahoney | 226,224,905 | 9,494,109 | 435,222 | 5,949,668 |
| Paul M. Meister | 221,678,978 | 14,041,108 | 434,150 | 5,949,668 |
| Robert K. Ortberg | 231,957,941 | 3,762,532 | 433,763 | 5,949,668 |
| Colin J. Parris | 231,957,104 | 3,764,098 | 433,034 | 5,949,668 |
| Ana G. Pinczuk | 235,012,223 | 713,072 | 428,941 | 5,949,668 |
- The Company's shareholders voted upon and approved the re-appointment of Ernst & Young LLP (“EY”) as the auditors of the Company, ratified the appointment of EY to serve as the Company’s independent registered public accounting firm and authorized directors to determine the fees paid to EY.
| For | Against | Abstain |
|---|---|---|
| 234,618,233 | 6,967,779 | 517,892 |
There were no broker non-votes with respect to this proposal.
3. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.ForAgainstAbstainBroker Non-Votes183,040,94052,410,801702,4955,949,668
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: | April 28, 2023 | APTIV PLC | |
|---|---|---|---|
| By: | /s/ Katherine H. Ramundo | ||
| Katherine H. Ramundo | |||
| Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary |
3