[Form 4] Garrett Motion Inc. Insider Trading Activity

Rhea-AI Filing Summary

Box, Inc. (NYSE: BOX) filed an 8-K to report the results of its 2025 Annual Meeting held on 27 June 2025. Shareholders approved several governance and compensation proposals that collectively expand the company’s equity authorization and update its charter.

• Equity Incentive Plan: The Amended & Restated 2015 Equity Incentive Plan was expanded by 5 million Class A shares (Proposal 3). The measure passed with 75.5 million votes FOR versus 52.5 million AGAINST, reflecting a comparatively narrow 59.0 % approval among votes cast (excluding abstentions and broker non-votes).
• Employee Stock Purchase Plan: The ESPP share pool was increased by 6 million shares (Proposal 4). This proposal passed more comfortably, receiving 124.0 million FOR and 4.1 million AGAINST votes (93.2 % support).
• Officer Exculpation Amendment: Shareholders approved an amendment to the Certificate of Incorporation to extend Delaware-enabled officer liability protections (Proposal 5) with 111.4 million FOR and 16.7 million AGAINST votes. The filing became effective upon submission to the Delaware Secretary of State on 27 June 2025.
• Director Elections: Incumbent Class II directors Dan Levin and Bethany Mayer were re-elected; Mayer received notably higher support (90 % FOR) than Levin (67 % FOR).
• Say-on-Pay: Executive compensation received 95.5 % shareholder approval (125.1 million FOR).
• Auditor Ratification: Ernst & Young LLP was reappointed with 130.9 million FOR (96.9 % support).
• Quorum: 83.75 % of eligible voting power was represented (136.8 million votes).

The additional 11 million shares authorized for equity compensation represent potential dilution of approximately 7.9 % of the company’s 139.4 million basic shares outstanding at 31 January 2025, assuming full issuance. Governance-wise, the officer exculpation amendment aligns Box’s charter with recent changes to Delaware law but may weaken future shareholder recourse. All other items were routine.

Positive

• ESPP expansion passed with 93 % shareholder support, indicating strong backing for broad-based employee ownership.
• High quorum of 83.75 % reflects engaged shareholder base and voting process integrity.

Negative

• 11 million newly authorised shares (~8 % potential dilution) may pressure future per-share metrics.
• Officer exculpation amendment weakens shareholder litigation leverage against management for duty-of-care breaches.
• Narrow 59 % approval for the equity incentive plan signals investor unease about compensation structure and dilution.

Insights

Corporate Governance Analyst

TL;DR: Governance items passed; charter now shields officers; 11 m new comp shares add potential dilution.

Shareholders endorsed all management proposals, yet voting spreads reveal mixed sentiment. The equity plan expansion scraped by with only 59 % approval, signalling some investor concern about dilution and pay structure. In contrast, the ESPP garnered 93 % support, suggesting retail-friendly optics. The officer exculpation amendment passed with two-thirds support, broadly in line with peer precedents following Delaware’s Section 102(b)(7) revision, but it does reduce accountability for fiduciary breaches of duty of care. Director Dan Levin’s comparatively low 67 % FOR vote may indicate governance pressure. Overall impact is modest but warrants monitoring of future share-based compensation burn rate.

Equity Analyst

TL;DR: Added share pool equals ~8 % dilution; no direct financial impact near-term.

The authorisation of 11 million additional shares—5 m for the EIP and 6 m for the ESPP—equates to roughly 7.9 % of Box’s basic share count. While issuance will be staggered, this creates overhang that could temper EPS growth if repurchases do not offset share issuance. Management’s ability to secure approval despite a tight vote on the EIP suggests continued reliance on equity for talent retention, a common practice among SaaS peers. No cash outlay or revenue effect is involved, so immediate valuation impact is limited; however, investors should track dilution velocity (Box’s three-year average share creep is ~2 % annually).

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Camuti Paul A

(Last) (First) (Middle)

C/O GARRETT MOTION INC.

LA PIECE 16

(Street)

ROLLE V8 1180

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Garrett Motion Inc. [ GTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		A		1,467	A	(1)	38,471	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of deferred stock units under the Garrett Motion Inc. 2021 Long-term Incentive Plan (the "Plan") in lieu of cash compensation for service as a non-employee director. The deferred stock units vest immediately upon grant and are payable as common stock on the earlier to occur of (i) a Change in Control of the Issuer (as defined in the Plan) or (ii) the six-month anniversary of the reporting person's cessation of service on the Board of Directors.

	/s/ Paul A. Camuti, by Patrick Foley as attorney-in-fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many new shares did Box (BOX) add to its 2015 Equity Incentive Plan?

Box shareholders approved an increase of 5 million Class A shares to the 2015 Equity Incentive Plan.

What is the total potential dilution from the newly approved equity plans?

Combined, the EIP and ESPP add 11 million shares, roughly 7.9 % of basic shares outstanding as of 31 January 2025.

Did shareholders approve the officer exculpation charter amendment at Box?

Yes. Proposal 5 passed with 111.4 million FOR and 16.7 million AGAINST votes, aligning the charter with updated Delaware law.

Which directors were re-elected at Box’s 2025 Annual Meeting?

Incumbent Class II directors Dan Levin and Bethany Mayer were re-elected to terms expiring in 2028.

Was executive compensation supported by shareholders?

Yes. The advisory say-on-pay resolution received 125.1 million FOR votes, representing 95.5 % support.

Who will audit Box for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Box’s independent registered public accounting firm.