Current Report Filing (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): March 21, 2019

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)

25-28 North Wall Quay, IFSC

Dublin 1, Ireland

(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)

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 March 21, 2019, the Board of Directors (the “ Board ”) of Adient plc (“ Adient ”) appointed José M. Gutiérrez to the Board effective immediately to serve a term initially expiring at Adient’s 2020 Annual General Meeting of Shareholders. The Board also appointed Mr. Gutiérrez to serve as a member of the Audit Committee and Corporate Governance Committee of the Board. The Board has determined that Mr. Gutiérrez is an independent director under the New York Stock Exchange listing standards and Adient’s Corporate Governance Guidelines. In connection with Mr. Gutiérrez’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.

There are currently no arrangements or understandings between Mr. Gutiérrez and any other person pursuant to which Mr. Gutiérrez was elected to serve as a member of the Board. Adient is not aware of any transaction involving Mr. Gutiérrez 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, 2018, which was filed as Exhibit 10.21 to Adient’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, is applicable to Mr. Gutiérrez. In connection with Mr. Gutiérrez’s election to the Board, he 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 2016 Director Share Plan.

Additionally, in connection with Mr. Gutiérrez’s appointment to the Board, Adient and Mr. Gutiérrez 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 10.5 and 10.6 to Amendment No. 1 to Adient’s Annual Report on Form 10-K/A for the fiscal year ended September 30, 2016.

Item 7.01. Regulation FD Disclosure.

On March 22, 2019, Adient issued a press release announcing the appointment of Mr. Gutiérrez to the Board, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



EXHIBIT INDEX

Exhibit No.		Exhibit Description
99.1		Press Release of Adient plc dated March 22, 2019.

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.