Garrett Motion (NASDAQ: GTX) investors re-elect full board and approve 2026 pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Garrett Motion Inc. reported the results of its 2026 Annual Meeting of Shareholders. Shareholders elected eight directors to serve until the 2027 annual meeting, with each nominee receiving more than 145 million votes in favor and substantial broker non-votes recorded.

Investors also ratified Deloitte SA as the independent registered public accounting firm for the year ending December 31, 2026, with 164,399,648 votes for and limited opposition. In addition, shareholders approved, on an advisory and non-binding basis, the executive compensation program for the company’s named executive officers.

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: 151,343,062 votes Broker non-votes on director election: 13,881,118 votes Auditor ratification support: 164,399,648 votes for +4 more

7 metrics

Votes for highest-supported director 151,343,062 votes Votes for Jeffrey Vanneste, Item 1 director election

Broker non-votes on director election 13,881,118 votes Consistent broker non-votes for each director nominee, Item 1

Auditor ratification support 164,399,648 votes for Item 2, Deloitte SA ratification for year ending December 31, 2026

Auditor ratification opposition 1,224,803 votes against Item 2, Deloitte SA ratification

Say-on-pay votes for 147,402,471 votes for Item 3, advisory approval of executive compensation

Say-on-pay votes against 4,099,169 votes against Item 3, advisory approval of executive compensation

Say-on-pay broker non-votes 13,881,118 votes Item 3, advisory approval of executive compensation

Key Terms

Annual Meeting of Shareholders, independent registered public accounting firm, broker non-votes, advisory (non-binding) basis, +1 more

5 terms

Annual Meeting of Shareholders financial

"On May 28, 2026, Garrett Motion Inc. held its 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered public accounting firm financial

"Ratification of the appointment of Deloitte SA 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.

broker non-votes financial

"Votes ABSTAINED | | Broker Non-Votes"

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.

advisory (non-binding) basis financial

"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers"

named executive officers financial

"compensation of the Company’s named executive officers as disclosed in the Proxy Statement"

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 →

06/01/2026 - 04:16 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): May 28, 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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Garrett Motion Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement), are as follows:

Item 1 - Election of eight directors for a term of office expiring on the date of the Company’s 2027 Annual Meeting of Shareholders.

NOMINEE	Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
Daniel Ninivaggi	148,585,656	3,163,356	29,869	13,881,118
Paul Camuti	145,476,602	6,270,707	31,572	13,881,118
Joachim Drees	151,035,367	714,267	29,247	13,881,118
D’aun Norman	149,127,531	2,601,744	49,606	13,881,118
Olivier Rabiller	151,052,826	696,014	30,041	13,881,118
Julia Steyn	151,130,438	598,680	49,763	13,881,118
Steven Tesoriere	150,931,270	815,420	32,191	13,881,118
Jeffrey Vanneste	151,343,062	389,730	46,089	13,881,118

Item 2 - Ratification of the appointment of Deloitte SA as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non- Votes
164,399,648		1,224,803		35,548		N/A

Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non- Votes
147,402,471		4,099,169		277,241		13,881,118

Based on the foregoing votes, the director nominees named above were elected and Items 2 and 3 were approved.

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: June 1, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Garrett Motion (GTX) shareholders decide at the 2026 annual meeting?

Shareholders elected eight directors, ratified Deloitte SA as auditor for 2026, and approved executive compensation on an advisory basis. All three management proposals received strong support, with large majorities voting in favor and relatively small numbers voting against or abstaining.

Were Garrett Motion (GTX) director nominees elected at the 2026 annual meeting?

Yes, all eight director nominees were elected for terms expiring at the 2027 annual meeting. Each nominee received over 145 million votes for, with comparatively few votes against or abstentions and a consistent level of broker non-votes across the director slate.

Did Garrett Motion (GTX) shareholders ratify Deloitte SA as auditor for 2026?

Yes, shareholders ratified Deloitte SA as Garrett Motion’s independent registered public accounting firm for 2026, with 164,399,648 votes for, 1,224,803 against, and 35,548 abstentions. There were no broker non-votes reported on this ratification proposal at the meeting.

How did Garrett Motion (GTX) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory and non-binding basis, the compensation of Garrett Motion’s named executive officers. The vote totaled 147,402,471 for, 4,099,169 against, and 277,241 abstentions, with 13,881,118 broker non-votes, indicating broad but not unanimous support for the pay program.

How many broker non-votes were recorded at Garrett Motion’s 2026 meeting?

Broker non-votes totaled 13,881,118 for the director election and the advisory vote on executive compensation. These shares were counted for quorum but not as votes for or against those proposals, which is typical when beneficial owners do not provide specific voting instructions.

Filing Exhibits & Attachments

4 documents