Current Report Filing (8-k)
June 28 2022 - 4:32PM
Edgar (US Regulatory)
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2022-06-23
2022-06-23
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2022-06-23
2022-06-23
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2022-06-23
2022-06-23
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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): June 23, 2022
GARRETT MOTION INC.
(Exact name of Registrant
as specified in its charter)
Delaware |
1-38636 |
82-4873189 |
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification Number) |
La
Pièce 16
Rolle,
Switzerland |
1180 |
(Address of Principal Executive Offices) |
(Zip Code) |
+41
21 695
30 00
(Registrant’s telephone
number, including area code)
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 Registrant under any of the following provisions:
☐ |
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 |
Common
Stock, $0.001 par value per share |
|
GTX |
|
The
Nasdaq Stock Market LLC |
Series
A Cumulative Convertible Preferred Stock, par value $0.001 per share |
|
GTXAP |
|
The
Nasdaq Stock Market LLC |
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 June 28, 2022, Garrett Motion Inc. (the “Company”)
completed its previously disclosed redemption in full (the “Redemption”) of all remaining issued and outstanding shares of
the Company’s Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) in accordance with
the amended and restated certificate of designations of the Series B Preferred Stock (the “Certificate of Designations”),
for an aggregate amount of approximately $212 million. Following the completion of the Redemption, no shares of Series B Preferred Stock
remain outstanding.
As a result of the Redemption, Honeywell International Inc. (“Honeywell”),
holder of the issued and outstanding shares of Series B Preferred Stock, ceased to have the right to nominate a director to the Company’s
board of directors (the “Board”) and, accordingly, Tina Pierce, Honeywell’s nominee to the Board, was deemed to have
resigned from the Board in accordance with the Certificate of Designations (the “Deemed Resignation”).
On June 23, 2022, the Board re-elected Ms. Pierce as a director of
the Company effective immediately following the Deemed Resignation. Ms. Pierce will continue to receive compensation consistent with the
Company’s compensation program for non-employee directors, as described in the Company’s proxy statement, filed with the U.S.
Securities and Exchange Commission (the “SEC”) on April 15, 2022 (the “Proxy Statement”). There are no arrangements
or understandings between Ms. Pierce or any other persons pursuant to which Ms. Pierce was re-elected as a director of the Company.
Ms. Pierce is an employee of Honeywell and the Company engages in
transactions with Honeywell from time to time, including leasing certain facilities, receiving property maintenance services, and occasionally
purchasing certain goods and services from Honeywell or its affiliates. Further information on the Company’s transactions with Honeywell
is included in the Proxy Statement under the heading “Certain Relationships and Related Party Transactions—Transactions with
Honeywell” and in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on
April 28, 2022, which information is incorporated by reference into this Item 5.02.
On June 22, 2022, the Company issued a press release announcing the
Redemption, which is attached as Exhibit 99.1 hereto and incorporated by reference in this Item 5.02.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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.
|
GARRETT MOTION INC. |
|
|
|
|
|
Date: June 28, 2022 |
By: |
/s/ Jerome Maironi |
|
|
Name: |
Jerome Maironi |
|
|
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
|
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