Adient (NYSE: ADNT) outlines $500k RSU grant and 2026 AGM results

Rhea-AI Filing Summary

Adient plc reported board and shareholder actions from its 2026 annual meeting and approved a one-time retention grant for a key executive. The Human Capital and Compensation Committee granted Executive Vice President, Americas James Conklin a special restricted stock unit award with a grant date fair value of $500,000, vesting in two equal annual installments and subject to continued or accelerated vesting in certain termination, death, or disability situations.

Shareholders elected eight directors for one-year terms, ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 and authorized the board, through the Audit Committee, to set auditor pay. They also approved, on an advisory basis, named executive officer compensation and renewed the board’s authority under Irish law to issue shares and to opt out of statutory preemption rights.

0001670541FALSE00016705412026-03-102026-03-10

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 10, 2026

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 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 March 10, 2026, the Human Capital and Compensation Committee of Adient’s Board of Directors approved a one-time restricted stock unit retention award for James Conklin, Adient’s Executive Vice President, Americas (the “Special RSU Award”), pursuant to Adient’s 2021 Omnibus Incentive Plan, based on the centrality of his role in fiscal year 2026 and his key contributions to date. The Special RSU Award has a grant date of May 7, 2026 and a grant date fair value in an amount equal to $500,000. The Special RSU Award granted to Mr. Conklin will vest one-half per year over two years (subject to continued vesting upon an involuntary termination without cause, or accelerated vesting upon death or disability). The terms of the Special RSU Award will be reflected in a form of Restricted Shares or Restricted Share Unit Award Agreement (the “Special RSU Agreement”), which was filed as Exhibit 10.42 to Adient’s Annual Report on Form 10-K filed November 18, 2024 and incorporated by reference herein. The foregoing description of the Special RSU Agreement is not complete and is qualified in its entirety by the full text of the Special RSU Agreement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Adient held its 2026 Annual General Meeting on March 10, 2026. The independent inspector of elections for the 2026 Annual General Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote of shareholders at such meeting, certifying on March 10, 2026 the voting results set forth below.

Proposal One:

Adient’s shareholders elected, by separate resolutions, the following eight directors for a period of one year, expiring at the end of Adient’s Annual General Meeting of Shareholders in 2027, by the following votes:

Nominee			For			Against			Abstain			Broker Non-Vote
Julie L. Bushman			60,962,814			1,093,644			22,261			4,467,644
Peter H. Carlin			60,940,961			1,115,135			22,623			4,467,644
Jerome J. Dorlack			61,850,371			206,299			22,049			4,467,644
Jodi E. Eddy			61,551,980			504,238			22,501			4,467,644
Richard Goodman			60,932,081			1,125,052			21,586			4,467,644
José M. Gutiérrez			61,094,005			508,330			476,384			4,467,644
Frederick A. Henderson			61,400,469			656,354			21,896			4,467,644
Barb J. Samardzich			60,879,185			1,159,373			40,161			4,467,644

Proposal Two:

Adient’s shareholders ratified, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as Adient’s independent auditor for fiscal year 2026 and authorized, by binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors’ remuneration by the following vote:

For			Against			Abstain
64,999,110			1,465,490			81,763

Proposal Three:

Adient’s shareholders approved, on an advisory basis, the compensation of Adient’s named executive officers by the following vote:

For			Against			Abstain			Broker Non-Vote
58,376,788			3,648,262			53,669			4,467,644

Proposal Four:

Adient’s shareholders approved the renewal of the Board of Directors’ authority to issue shares under Irish law by the following vote:

For			Against			Abstain
66,000,692			486,826			58,845

Proposal Five:

Adient’s shareholders approved the renewal of the Board of Directors’ authority to opt-out of statutory preemption rights under Irish law by the following vote:

For			Against			Abstain
63,752,476			2,725,975			67,912

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: March 13, 2026			By:			/s/ Heather M. Tiltmann
			Name:			Heather M. Tiltmann
			Title:			Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary

FAQ

What executive compensation change did Adient (ADNT) approve in this filing?

Adient approved a one-time restricted stock unit retention award for Executive Vice President, Americas James Conklin with a grant date fair value of $500,000. The award is granted under the 2021 Omnibus Incentive Plan to recognize his central role in fiscal 2026 and prior contributions.

How do the new Adient (ADNT) special RSUs for James Conklin vest?

The special RSU award to James Conklin vests one-half per year over two years. Vesting continues upon an involuntary termination without cause and accelerates upon death or disability, aligning retention incentives with employment continuity and providing protection in certain adverse circumstances.

Which directors were elected at Adient’s 2026 Annual General Meeting?

Shareholders elected eight directors for one-year terms expiring at the 2027 Annual General Meeting. The nominees were Julie L. Bushman, Peter H. Carlin, Jerome J. Dorlack, Jodi E. Eddy, Richard Goodman, José M. Gutiérrez, Frederick A. Henderson, and Barb J. Samardzich.

Did Adient (ADNT) shareholders approve the company’s executive compensation in 2026?

Yes, shareholders approved, on a non-binding advisory basis, the compensation of Adient’s named executive officers. The say-on-pay proposal received more votes in favor than against, indicating shareholder support for the current executive pay programs disclosed by the company.

Who is Adient’s independent auditor for fiscal year 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Adient’s independent auditor for fiscal 2026 and authorized the Board of Directors, through the Audit Committee, to set the auditors’ remuneration. This confirms continued engagement of the same audit firm for the upcoming fiscal year.

What share issuance authorities did Adient (ADNT) shareholders renew under Irish law?

Shareholders approved renewing the Board of Directors’ authority to issue shares under Irish law and to opt out of statutory preemption rights. These approvals allow the board to issue shares and, within limits, do so without first offering them pro rata to existing shareholders.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB