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Garrett Motion (Nasdaq: GTX) appoints Dave Crompton to board, updates bylaws

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Garrett Motion Inc. appointed David J. Crompton to its Board of Directors and to the Technology & Innovation Committee on July 21, 2026. 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 28 years of experience at Cummins Inc., including leadership roles as President of the Cummins Engine Business and President of Cummins Power Systems. He will receive the company’s customary non-employee director compensation as described in its 2026 proxy, and the Board has determined he qualifies as an independent director under Nasdaq rules, with no related-party arrangements requiring disclosure.

On July 22, 2026, the Board approved the Sixth Amended and Restated By-laws, removing inapplicable and obsolete provisions and making administrative, clarifying, and conforming changes. Garrett describes itself as a global technology leader in turbocharging and electrification, with a 70-year innovation history, six R&D centers, 13 manufacturing facilities, and more than 8,700 employees in over 20 countries.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director appointment date July 21, 2026 Date David J. Crompton was appointed to the Board and Technology & Innovation Committee
By-laws amendment effective date July 22, 2026 Effective date of the Sixth Amended and Restated By-laws
Experience at Cummins Inc. 28 years Time David J. Crompton spent in senior roles at Cummins Inc.
Company innovation history 70-year history Duration of Garrett’s innovation track record in automotive and related sectors
R&D centers 6 R&D centers Number of research and development centers operated globally
Manufacturing facilities 13 manufacturing facilities Number of manufacturing sites worldwide
Employees more than 8,700 employees Size of Garrett’s global workforce across more than 20 countries
Non-Employee Director Compensation Agreements financial
"the section entitled “Non-Employee Director Compensation Agreements” of the Company’s definitive proxy"
independent director regulatory
"The Board has determined that Mr. Crompton qualifies as an independent director in accordance"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Sixth Amended and Restated By-laws regulatory
"the by-laws as so amended and restated, the “Sixth Amended and Restated By-laws”"
forward-looking statements regulatory
"may include “forward-looking statements” within the meaning of the U.S. federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
fuel cell compressors technical
"leveraging its unique technology solutions, such as fuel cell compressors for hydrogen fuel cell vehicles"
Fuel cell compressors are mechanical pumps that push and control the flow of air or hydrogen into a fuel cell so it can generate electricity, much like lungs supply oxygen to enable breathing. They matter to investors because their size, efficiency, cost and reliability directly affect a fuel cell system’s performance, fuel economy and manufacturing price, which in turn influence product competitiveness, adoption rates and company margins in hydrogen and clean-energy markets.
turbocharging technical
"a global leader in differentiated turbocharging and electrification technologies for mobility"
Turbocharging describes an intentional push to speed up a company’s growth or performance—such as adding capital, new products, technology, or management changes—to produce bigger results faster. For investors it signals a higher pace of potential returns (or losses), like putting a turbo on an engine: output can jump quickly but so can fuel use, costs, and risk, so investors watch whether the boost is sustainable and cost-effective.

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FAQ

What board changes did Garrett Motion (GTX) announce on July 21, 2026?

Garrett Motion appointed David J. Crompton to its Board of Directors and the Technology & Innovation Committee. He will receive customary non-employee director compensation and has been classified as an independent director under Nasdaq Stock Market rules.

Who is David J. Crompton, newly appointed to Garrett Motion (GTX)’s board?

David J. Crompton is Executive Chair and Co-Founder of Pioneer Clean Fleet Solutions and former President and CEO of Achates Power. He has over four decades of leadership experience, including 28 years at Cummins Inc. in senior executive roles.

Which board committee will David J. Crompton serve on at Garrett Motion (GTX)?

David J. Crompton will serve on Garrett Motion’s Technology & Innovation Committee. This role aligns with his background in advanced powertrain technologies and global industrial operations across commercial transportation, energy, and power generation applications.

Did Garrett Motion (GTX) determine that David J. Crompton is an independent director?

Yes. Garrett’s Board determined that David J. Crompton qualifies as an independent director under Nasdaq requirements. The company also states there are no arrangements or transactions with him requiring disclosure under Item 404(a) of Regulation S-K.

What changes did Garrett Motion (GTX) make to its by-laws in July 2026?

On July 22, 2026, Garrett Motion adopted the Sixth Amended and Restated By-laws. The updates remove inapplicable and obsolete provisions and introduce administrative, clarifying, and conforming changes, reflecting a cleanup rather than a described shift in governance structure.

How large is Garrett Motion (GTX)’s global footprint according to this disclosure?

Garrett Motion reports a global footprint of six R&D centers and 13 manufacturing facilities, with a team of more than 8,700 employees across more than 20 countries, supporting its turbocharging and electrification technology businesses.

What industries does Garrett Motion (GTX) serve with its technologies?

Garrett Motion focuses on turbocharging and electrification technologies for mobility and industrial applications. It serves automotive (cars and trucks), off-highway equipment, marine, and power generator markets, and develops solutions like fuel cell compressors and thermal management systems.
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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 5.02Departure 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 5.03Amendments 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 9.01Financial 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.

 

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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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Filing Exhibits & Attachments

6 documents