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Aptiv (NYSE: APTV) investors back board slate, EY re-appointment and executive pay

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Aptiv PLC reported the results of its Annual General Meeting of Shareholders held on April 29, 2026. Shareholders elected 11 directors to one-year terms, with most nominees receiving over 170 million votes in favor and significant broker non-votes recorded on each director election.

Shareholders also re-appointed Ernst & Young LLP as auditors, ratified EY as the independent registered public accounting firm, and authorized the directors to determine EY’s fees, with 186,539,017 votes for and 7,724,294 against. In addition, shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 166,576,769 votes for and 19,881,838 against.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for EY re-appointment 186,539,017 votes Auditor re-appointment, ratification and fee authorization
Votes against EY re-appointment 7,724,294 votes Auditor re-appointment proposal
Say-on-pay votes for 166,576,769 votes Advisory vote on executive compensation
Say-on-pay votes against 19,881,838 votes Advisory vote on executive compensation
Broker non-votes on say-on-pay 7,468,168 votes Advisory vote on executive compensation
Votes for Vasumati P. Jakkal 186,138,916 votes Director election for one-year term
Votes against Kevin P. Clark 18,084,551 votes Director election for one-year term
Annual meeting date April 29, 2026 Aptiv Annual General Meeting of Shareholders
Annual General Meeting of Shareholders financial
"The Company’s Annual General Meeting of Shareholders was held on April 29, 2026."
broker non-votes financial
"Broker Non-Votes Kevin P. Clark | 168,404,954 | 18,084,551 | 502,320 | 7,468,168"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of EY to serve as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers."
named executive officers financial
"the compensation of the Company’s named executive officers."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Understanding 8-K Material Events →
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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):
April 29, 2026
________________________________________________________________________________________________________________________
Aptiv PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Jersey001-3534698-1824200
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
Spitalstrasse 5
8200 Schaffhausen, Switzerland
+41 52 580 96 00
(Address of Principal Executive Offices, Including Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report) N/A
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:
Title of each classTrading symbol(s)Name of each exchange on which registered
Ordinary Shares. $0.01 par value per shareAPTVNew York Stock Exchange
1.600% Senior Notes due 2028APTVNew York Stock Exchange
3.250% Senior Notes due 2032APTVNew York Stock Exchange
5.150% Senior Notes due 2034APTVNew York Stock Exchange
4.250% Senior Notes due 2036APTVNew York Stock Exchange
4.400% Senior Notes due 2046APTVNew York Stock Exchange
5.400% Senior Notes due 2049APTVNew York Stock Exchange
3.100% Senior Notes due 2051APTVNew York Stock Exchange
4.150% Senior Notes due 2052APTVNew York Stock Exchange
5.750% Senior Notes due 2054APTVNew York Stock Exchange
6.875% Fixed-to-Fixed Reset Rate
Junior Subordinated Notes due 2054		APTVNew York Stock Exchange
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 5.07    Submission of Matters to a Vote of Security Holders.
The Company’s Annual General Meeting of Shareholders was held on April 29, 2026. The matters that were voted on at the meeting, and the final voting results as to each such matter, are set forth below.
1. The Company’s shareholders elected for one-year terms the following directors:
NomineeForAgainstAbstainBroker Non-Votes
Kevin P. Clark168,404,95418,084,551502,3207,468,168
Håkan Agnevall185,891,668933,257166,9007,468,168
Nancy E. Cooper179,839,1187,116,37936,3287,468,168
Joseph L. Hooley181,687,3715,136,277168,1777,468,168
Vasumati P. Jakkal186,138,916687,011165,8987,468,168
Merit E. Janow180,771,6096,177,78842,4287,468,168
Sean O. Mahoney178,726,2858,223,94441,5967,468,168
Paul M. Meister177,152,8829,551,678287,2657,468,168
Robert K. Ortberg183,189,9193,636,670165,2367,468,168
Colin J. Parris185,359,4321,592,95839,4357,468,168
Ana G. Pinczuk170,038,75416,917,94135,1307,468,168

2. The Company's shareholders voted upon and approved the re-appointment of Ernst & Young LLP (“EY”) as the auditors of the Company, ratified the appointment of EY to serve as the Company’s independent registered public accounting firm and authorized directors to determine the fees paid to EY.
ForAgainstAbstain
186,539,0177,724,294196,682
There were no broker non-votes with respect to this proposal.

3. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
ForAgainstAbstainBroker Non-Votes
166,576,76919,881,838533,2187,468,168


2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:April 30, 2026 APTIV PLC
 
 By:/s/ Katherine H. Ramundo
Katherine H. Ramundo
Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary

3

Source: View Original Filing on SEC EDGAR

FAQ

What did Aptiv (APTV) shareholders decide at the April 29, 2026 Annual General Meeting?

Aptiv shareholders elected 11 directors to one-year terms, re-appointed Ernst & Young LLP as auditors, and approved executive compensation on an advisory basis. These decisions maintain the existing board structure, audit relationship, and pay practices for the company’s named executive officers.

How did Aptiv (APTV) shareholders vote on the re-appointment of Ernst & Young as auditors?

Shareholders strongly supported Ernst & Young LLP, with 186,539,017 votes for, 7,724,294 against, and 196,682 abstentions. They also ratified EY as Aptiv’s independent registered public accounting firm and authorized directors to determine the fees paid to EY for their services.

What were the results of Aptiv (APTV) shareholders’ advisory vote on executive compensation?

Aptiv shareholders approved the compensation of named executive officers on an advisory basis, with 166,576,769 votes for, 19,881,838 against, and 533,218 abstentions. There were 7,468,168 broker non-votes, reflecting shares not voted on this non-routine compensation proposal.

Which Aptiv (APTV) director nominees received notable shareholder support in the 2026 meeting?

All 11 nominees were elected. For example, Vasumati P. Jakkal received 186,138,916 votes for and 687,011 against, while Colin J. Parris received 185,359,432 votes for and 1,592,958 against, indicating broad shareholder support across the board slate.

What are broker non-votes in the Aptiv (APTV) 2026 shareholder meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions for non-routine items. For Aptiv’s director elections and say-on-pay proposal, 7,468,168 broker non-votes were recorded, meaning those shares were not counted as for or against.

Did any Aptiv (APTV) 2026 shareholder proposal fail to pass at the meeting?

All described proposals passed. Shareholders elected all 11 director nominees, re-appointed and ratified Ernst & Young LLP as auditors, and approved executive compensation on an advisory basis, based on the reported final vote tallies in each category.

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