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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):
July 21, 2026
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) |
47548 Halyard Drive, Plymouth, MI 48170
and
La Pièce 16, 1180 Rolle, Switzerland
(Address of principal executive offices) (Zip Code)
+1 734 392 5500
and
+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 |
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. |
(d) On July 21, 2026, the Board of
Directors (the “Board”) of Garrett Motion Inc. (the “Company”)
announced the appointment of Mr. David J. Crompton to the Board and to the Technology & Innovation Committee of the Board.
Currently the Executive Chair and Co-Founder of Pioneer Clean Fleet Solutions, and most recently serving as President and CEO of
Achates Power, Mr. Crompton brings more than 28 years of experience at Cummins Inc., where he held various senior leadership roles,
including President of the Cummins Engine Business and President of Cummins Power Systems.
In connection with his appointment to the Board,
Mr. Crompton will be entitled to receive the Company’s customary non-employee director compensation, as described in the section
entitled “Non-Employee Director Compensation Agreements” of the Company’s definitive proxy statement relating to its
2026 annual meeting of shareholders.
The Board has determined that Mr. Crompton qualifies
as an independent director in accordance with the requirements of the Nasdaq Stock Exchange. There are no other arrangements or understandings
between Mr. Crompton and any other persons pursuant to which Mr. Crompton was selected as a director, and there are no transactions in
which Mr. Crompton has an interest that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Crompton's election to the Board is attached as Exhibit 99.1 hereto and is incorporated by
reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. |
On July 22, 2026, the Board amended and restated
the Fifth Amended and Restated By-laws of the Company (the “By-laws Amendment”, and the by-laws as so amended and restated,
the “Sixth Amended and Restated By-laws”), which became effective immediately, to remove inapplicable and obsolete
provisions and make certain other administrative, clarifying, and conforming changes.
The foregoing description of the By-laws Amendment
does not purport to be complete and is qualified in its entirety by reference to the Sixth Amended and Restated By-laws, a copy of which
is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
|
Document Description |
| |
|
| 3.1 |
|
Sixth Amended and Restated By-laws of Garrett Motion Inc., dated July 22, 2026 |
| 99.1 |
|
Press release of Garrett Motion, Inc., dated July 27, 2026 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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. |
| |
|
|
| |
|
|
|
| |
By: |
/s/ Mark Rollinger |
|
| |
|
Name: |
Mark Rollinger |
|
| |
|
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
|
Date: July 27, 2026
Exhibit 99.1
PRESS RELEASE
– Investor Relations
Dave Crompton
Appointed to Board of Directors of Garrett Motion Inc.
PLYMOUTH,
MI, and ROLLE, Switzerland, July 27, 2026 — Garrett Motion (Nasdaq: GTX), a global
leader in differentiated turbocharging and electrification technologies for mobility and industrial applications, today announced
the appointment of Dave Crompton to its Board of Directors.
Mr. Crompton
is Executive Chair and Co-Founder of Pioneer Clean Fleet Solutions and most recently served as President and CEO of Achates Power. He
brings more than four decades of leadership experience across commercial transportation, industrial, energy, and power generation applications,
including 28 years at Cummins Inc., where he held several senior executive positions, including President of the Cummins Engine Business
and President of Cummins Power Systems.
“Dave
is a highly respected industry leader with deep expertise in advanced powertrain technologies, industrial sector, and global operations,”
said Daniel Ninivaggi, Chairman of the Board of Garrett. “His extensive experience driving innovation, operational excellence,
and profitable growth across diverse industries will be a tremendous asset to Garrett as we continue to execute our strategy, expand
our presence beyond automotive, and create long-term value for shareholders.”
“I am
honored to join Garrett’s Board at such an exciting time for the company,” said Dave Crompton. “Garrett has a strong
track record of technology leadership and is well positioned to capitalize on growth opportunities across both mobility and industrial
applications. I look forward to working with the Board and management team to support the company’s continued success.”
About Garrett
Motion Inc.
A differentiated
technology leader, Garrett Motion has a 70-year history of innovation in the automotive sector (cars, trucks) and beyond (off-highway
equipment, marine, power generators). Its well-recognized expertise in turbocharging has enabled significant reductions in engine size,
fuel consumption, and CO2 emissions. Garrett is committed to advancing turbo applications while leveraging its unique technology solutions,
such as fuel cell compressors for hydrogen fuel cell vehicles, as well as electric propulsion and thermal management systems for automotive
and industrial applications. Garrett has six R&D centers, 13 manufacturing facilities and a team of more than 8,700 employees in
more than 20 countries. For more information, visit garrettmotion.com.
Forward-Looking
Statements
This communication
and related comments by management may include “forward-looking statements” within the meaning of the U.S. federal securities
laws. Forward-looking statements are any statements other than statements of historical fact and can be identified by words such as “anticipate,”
“intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,”
“expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,”
and similar expressions. Forward-looking statements represent our current judgment about possible future activities, events, or developments
that we intend, expect, project, believe, or anticipate will or may occur in the future. In making these statement, we rely upon assumptions
and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well
as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are
not guarantees of any future performance, events, or results, and actual performance, events, or results may differ materially from those
envisaged by our forward-looking statements due to a variety of important factors, many of which are described in our most recent Annual
Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission, including risks related to the automotive
industry, the competitive landscape and our ability to compete, and macroeconomic and geopolitical conditions, among others. You are
cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made, and we undertake
no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events,
or other factors that affect the subject of these statement, except where we are expressly required to do so by law.
Contacts:
Investor
Relations:
Cyril Grandjean
investorrelations@garrettmotion.com
Media:
Fabrice Spenninck
MediaRelations@garrettmotion.com
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