Form 8-K - Current report

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): September 18, 2023

ADIENT PLC

(Exact name of registrant as specified in its charter)


Ireland	001-37757	98-1328821
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)


3 Dublin Landings, North Wall Quay Dublin 1, Ireland D01 H104
(Address of principal executive offices)

Registrant’s telephone number, including area code: 734-254-5000

Not applicable

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

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Trading symbol(s)

Name of exchange on which registered

Ordinary Shares, par value $0.001

ADNT

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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))

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

On September 18, 2023, the Board of Directors (the “Board”) of Adient plc (“Adient”) appointed Jodi E. Eddy to the Board effective September 19, 2023, to serve a term initially expiring at Adient’s 2024 Annual General Meeting of Shareholders. The Board also appointed Ms. Eddy to serve as a member of the Audit Committee and Corporate Governance Committee of the Board. The Board has determined that Ms. Eddy is an independent director under the New York Stock Exchange listing standards and Adient’s Corporate Governance Guidelines. In connection with Ms. Eddy’s appointment, the Board acted to increase the number of directors serving on the Board from eight to nine in accordance with Adient’s Articles of Association. A copy of Adient’s Press Release with respect to Ms. Eddy’s appointment is furnished as Exhibit 99.1 hereto.

There are currently no arrangements or understandings between Ms. Eddy and any other person pursuant to which Ms. Eddy was elected to serve as a member of the Board. Adient is not aware of any transaction involving Ms. Eddy requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Adient’s Compensation Summary and Ownership Guidelines for Non-Employee Directors, as amended and restated effective as of October 1, 2021, which was filed as Exhibit 10.19 to Adient’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, is applicable to Ms. Eddy. In connection with Ms. Eddy’s election to the Board, she will receive a pro rata portion of the current $145,000 annual cash retainer Adient pays to its non-employee directors, as well as a pro rata portion of the annual $145,000 retainer that is paid in ordinary shares of Adient. The ordinary shares will be issued pursuant to the Adient plc 2021 Omnibus Incentive Plan.

Additionally, in connection with Ms. Eddy’s appointment to the Board, Adient and Ms. Eddy will enter into indemnification agreements in substantially the same form that Adient has entered into with each of Adient’s other directors. The forms of such indemnification agreements were filed as Exhibits 10.3 and 10.4 to Adient’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.


EXHIBIT INDEX
Exhibit No.						Exhibit Description
99.1						Adient plc Press Release dated September 19, 2023 .
104						Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

SIGNATURE

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.


	ADIENT PLC
Date: September 19, 2023	By:	/s/ Heather M. Tiltmann
	Name:	Heather M. Tiltmann
	Title:	Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary

CONTACTS Media: Mary Kay Dodero T +1 734.254.7704 Mary.Kay.Dodero@adient.com Investors: Mark Oswald T +1 734.254.3372 Mark.A.Oswald@adient.com Adient announces Jodi Eddy to join automotive seating supplier’s Board of Directors PLYMOUTH, Mich., Sept. 19, 2023 – Adient (NYSE: ADNT), a global leader in automotive seating, today announced the appointment of Jodi Eddy to Adient’s Board of Directors, effective Sept. 19, 2023. Eddy will serve as a member of the Audit Committee and Corporate Governance Committee of the Board. Following her appointment, the Board will comprise nine directors, eight of whom are independent. “We are pleased to have Jodi join Adient’s Board of Directors. Her experience as a successful Chief Information and Digital officer will be a great asset to the Board and will complement the expertise of our existing Board members,” said Doug Del Grosso, Adient president and chief executive officer. Eddy currently serves as senior vice president and chief information and digital officer (CIDO) at Boston Scientific Corporation. As a global medical technology leader for more than 40 years, the company provides a broad range of high- performance solutions that address unmet patient needs and reduce the cost of healthcare. Eddy joined Boston Scientific in 2013 and has been the chief information officer since 2015. She added responsibility for Boston Scientific’s digital activity as Chief Digital Officer in 2020. In her current role, she leads the company’s information technology organization and expanded digital team’s worldwide, overseeing the company’s strategy for digital health, data analytics and cyber security capabilities. Prior to joining Boston Scientific, Eddy progressed through several roles of increasing leadership in information systems during her 18-year tenure at General Electric, including serving as the commercial chief information officer for the Oil and Gas business. Eddy earned a Bachelor of Science degree in computer science from Southern Connecticut State University. In addition, she was awarded an Honorary Doctorate Degree of Science from her alma mater for lifetime achievement and contributions to the computer science field. About Adient: Adient (NYSE: ADNT) is a global leader in automotive seating. With 70,000+ employees in 30 countries, Adient operates more than 200 manufacturing/assembly

plants worldwide. We produce and deliver automotive seating for all major OEMs. From complete seating systems to individual components, our expertise spans every step of the automotive seat-making process. Our integrated, in-house skills allow us to take our products from research and design to engineering and manufacturing — and into millions of vehicles every year. For more information on Adient, please visit www.adient.com. ADNT-FN # # #

Cover	Apr. 04, 2023
Entity Addresses [Line Items]
Document Type	8-K
Document Period End Date	Sep. 18, 2023
Entity Registrant Name	ADIENT PLC
Entity Incorporation, State or Country Code	L2
Entity File Number	001-37757
Entity Tax Identification Number	98-1328821
Entity Address, Address Line One	3 Dublin Landings
Entity Address, Address Line Two	North Wall Quay
Entity Address, City or Town	Dublin 1
Entity Address, Country	IE
Entity Address, Postal Zip Code	D01 H104
City Area Code	734
Local Phone Number	254-5000
Title of 12(b) Security	Ordinary Shares, par value $0.001
Trading Symbol	ADNT
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001670541
Amendment Flag	false