Axalta (AXTA) 2026 AGM backs board slate, PwC audit and 2025 pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. held its 2026 Annual General Meeting of Members on June 3, 2026. Members elected nine directors to terms expiring at the 2027 AGM, with each nominee receiving over 168 million votes in favor and substantial support across the slate.

Members also approved the appointment of PricewaterhouseCoopers LLP as Axalta’s independent registered public accounting firm and auditor until the conclusion of the 2027 AGM, with 178,516,805 votes for and 4,352,198 against. In addition, Axalta’s 2025 “Say on Pay” advisory vote on named executive officer compensation was approved, receiving 175,746,487 votes for and 2,013,619 against, alongside broker non-votes and abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Votes for highest-supported director: 177,247,432 votes Votes for lowest-supported director: 168,990,869 votes Auditor appointment votes for: 178,516,805 votes +4 more

7 metrics

Votes for highest-supported director 177,247,432 votes Chris Villavarayan director election at 2026 AGM

Votes for lowest-supported director 168,990,869 votes Tyrone M. Jordan director election at 2026 AGM

Auditor appointment votes for 178,516,805 votes Approval of PricewaterhouseCoopers LLP as auditor

Auditor appointment votes against 4,352,198 votes Opposition to PricewaterhouseCoopers LLP appointment

Say on Pay 2025 votes for 175,746,487 votes Advisory approval of 2025 executive compensation

Say on Pay 2025 votes against 2,013,619 votes Opposition to 2025 executive compensation

Broker non-votes on Say on Pay 5,087,439 votes Broker non-votes for 2025 Say on Pay proposal

Key Terms

Annual General Meeting of Members, independent registered public accounting firm, broker non-votes, Say on Pay, +1 more

5 terms

Annual General Meeting of Members regulatory

"The 2026 Annual General Meeting of Members (“AGM”) of Axalta Coating Systems Ltd."

independent registered public accounting firm regulatory

"approved the appointment of PricewaterhouseCoopers LLP as Axalta’s independent registered public accounting firm and auditor"

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.

broker non-votes financial

"the number of abstentions and broker non-votes, as to each such matter"

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.

Say on Pay financial

"approved the compensation of Axalta’s named executive officers (“Say on Pay”) for 2025"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

named executive officers financial

"approved the compensation of Axalta’s named executive officers (“Say on Pay”) for 2025"

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.

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Understanding 8-K Material Events →

06/04/2026 - 04:26 PM

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 3, 2026

AXALTA COATING SYSTEMS LTD.

(Exact name of registrant as specified in its charter)


Bermuda	001-36733	98-1073028
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1050 Constitution Avenue, Philadelphia, Pennsylvania 19112

(Address of principal executive offices) (Zip Code)

(855) 547-1461

(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 (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:

Common Shares, $1.00 par value

AXTA

New York Stock Exchange

(Title of class)

(Trading symbol)

(Exchange on which registered)

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 Rule12b-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 2026 Annual General Meeting of Members (“AGM”) of Axalta Coating Systems Ltd. (“Axalta”) was held on June 3, 2026. The matters that were voted upon by Axalta’s members at the AGM and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, as applicable, are set forth below.

At the AGM, Axalta’s members: (i) elected nine directors, each for a term expiring at Axalta’s 2027 Annual General Meeting of Members (the “2027 AGM”); (ii) approved the appointment of PricewaterhouseCoopers LLP as Axalta’s independent registered public accounting firm and auditor until the conclusion of the 2027 AGM and the delegation of authority to Axalta’s Board of Directors, acting through the Audit Committee, to set the terms and remuneration thereof; and (iii) approved the compensation of Axalta’s named executive officers (“Say on Pay”) for 2025.


Election of Nine Directors:

Name	Votes For	Votes Withheld	Broker-Non-Votes

Jan A. Bertsch	175,398,682	2,476,369	5,087,439
William M. Cook	174,519,296	3,355,755	5,087,439
Tyrone M. Jordan	168,990,869	8,884,182	5,087,439
Deborah J. Kissire	174,557,043	3,318,008	5,087,439
Rakesh Sachdev	172,104,009	5,771,042	5,087,439
Samuel L. Smolik	176,344,625	1,530,425	5,087,439
Kevin M. Stein	176,832,476	1,042,574	5,087,439
Chris Villavarayan	177,247,432	627,618	5,087,439
Mary S. Zappone	176,084,028	1,791,022	5,087,439


Appointment of PricewaterhouseCoopers LLP:
	Votes For	Votes Against	Abstentions

	178,516,805	4,352,198	93,487


Say on Pay for 2025:
	Votes For	Votes Against	Broker Non-Votes	Abstentions

	175,746,487	2,013,619	5,087,439	114,945

SIGNATURES

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.


		AXALTA COATING SYSTEMS LTD.



Date:	June 4, 2026	By:	/s/ Alex Tablin-Wolf
			Alex Tablin-Wolf
			Senior Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Axalta (AXTA) shareholders vote on at the 2026 AGM?

Shareholders voted on electing nine directors, approving PricewaterhouseCoopers LLP as independent auditor, and approving 2025 executive compensation. These agenda items covered board composition, external audit oversight, and the advisory “Say on Pay” resolution for named executive officers.

Were Axalta (AXTA) director nominees elected at the 2026 AGM?

Yes, all nine director nominees were elected for terms expiring at the 2027 AGM. Each nominee received strong support, with votes for ranging from 168,990,869 to 177,247,432 and broker non-votes of 5,087,439 recorded for each director.

Did Axalta (AXTA) shareholders approve PricewaterhouseCoopers as auditor?

Yes, shareholders approved PricewaterhouseCoopers LLP as Axalta’s independent registered public accounting firm and auditor until the 2027 AGM. The proposal received 178,516,805 votes for, 4,352,198 votes against, and 93,487 abstentions, confirming continued engagement with the same audit firm.

How did Axalta (AXTA) shareholders vote on 2025 Say on Pay?

Shareholders approved the advisory Say on Pay resolution for 2025 executive compensation. The vote totaled 175,746,487 for, 2,013,619 against, 114,945 abstentions, and 5,087,439 broker non-votes, indicating overall support for the company’s named executive officer pay programs.

When was Axalta’s (AXTA) 2026 Annual General Meeting held?

The 2026 Annual General Meeting of Members for Axalta Coating Systems Ltd. was held on June 3, 2026. At this meeting, shareholders addressed director elections, the appointment of PricewaterhouseCoopers LLP as auditor, and the advisory vote on 2025 named executive officer compensation.

Filing Exhibits & Attachments

3 documents