8-K

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) August 26, 2021

AXALTA COATING SYSTEMS LTD.

(Exact name of registrant as specified in its charter)

50 Applied Bank Blvd, Suite 300, Glen Mills, Pennsylvania 19342

(Address of principal executive offices)    (Zip Code)

(855) 547-1461

(Registrant’s telephone number, including area code)

Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103

(Former name or former address, if changed since last report.)

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:

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 Rule12b-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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Mark Garrett as Board Chair

On August 26, 2021, Mark Garrett informed the board of directors (the "Board") of Axalta Coating Systems Ltd. (the "Company") of his resignation as a member, and as Chair, of the Board, effective as of August 26, 2021. Mr. Garrett's resignation is not a result of any disagreement with the Company. The Board has appointed current Director William M. Cook as its new Chair, and has decreased the size of the Board from ten to nine members, in each case effective upon Mr. Garrett's resignation.

Item 7.01. Regulation FD Disclosure.

On August 30, 2021, the Company issued a press release announcing Mr. Garrett's resignation and Mr. Cook's appointment as described in Item 5.02 above. A copy of the Company's press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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.

Document

			Exhibit 99.1
News Release
Axalta Coating Systems<br><br>50 Applied Bank Blvd<br><br>Suite 300<br><br>Glen Mills, PA 19342<br><br>USA	Investor Contact<br><br>Christopher Mecray<br><br>D +1 215 255 7970<br><br>Christopher.Mecray@axalta.com	Media Contact<br><br>Michael Lane<br><br>D +1 610 358 6388<br><br>Michael.Lane@axalta.com

For Immediate Release

Axalta Announces Board Changes

Director Bill Cook Assumes Chair Role, Mark Garrett Steps Down

PHILADELPHIA, August 30, 2021 – Axalta Coating Systems (NYSE: AXTA), a leading global supplier of liquid and powder coatings, today announced that Mark Garrett has stepped down as a member and Chair of its Board of Directors, effective August 26, 2021, due to his increasing professional commitments in Europe. The Board has appointed William M. Cook as its new Chair, effective upon Mr. Garrett's resignation.

"It has been an honor to serve as a member of Axalta's Board of Directors for the past 5 years, and the Chair for the past two years," said Mr. Garrett. "Axalta's future is bright, and I look forward to seeing Robert and the team lead the company to even greater heights."

"On behalf of the Board, I would like to thank Mark for his Board service and his leadership over the past two years," said Mr. Cook. "I am excited to assume the role of Chair as Axalta continues to deliver value to our stakeholders."

"I have greatly appreciated Mark's leadership and partnership and wish him much continued success," said Robert W. Bryant, Axalta's Chief Executive Officer. "I am delighted to have Bill as Axalta's new Chair. Bill's significant experience as a CEO and in other executive roles at an industrial manufacturing business, as well as his public company board experience, have provided tremendous value to the Board and will continue to serve Axalta well as we pursue our ambitious growth and innovation goals."

Mr. Cook joined Axalta's Board in 2019. He previously served as Executive Chairman of Donaldson Company, Inc. until 2016, and prior to that served as Chairman, CEO and President of Donaldson for more than ten years. During his 35-year career at Donaldson, Mr. Cook held various roles of increasing responsibility, including Senior Vice President, International, Chief Financial Officer, and Senior Vice President, Commercial and Industrial. Mr. Cook also brings to the Board strong public company board experience. He serves on the Boards of Directors of IDEX Corporation and Neenah, Inc., and, previously, served on the Board of Directors of Valspar Corporation. On August 23, 2021, Mr. Cook was named Public Company Director of the Year by the National Association of Corporate Directors.

About Axalta Coating Systems:

Axalta is a global leader in the coatings industry, providing customers with innovative, colorful, beautiful and sustainable coatings solutions. From light vehicles, commercial vehicles and refinish applications to electric motors, building facades and other industrial applications, our coatings are designed to prevent corrosion, increase productivity and enhance durability. With more than 150 years of experience in the coatings industry, the global team at Axalta continues to find ways to serve our more than 100,000 customers in over 130 countries better every day with the finest coatings, application systems and technology. For more information visit axalta.com and follow us @axalta on Twitter.

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