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Adient plc Regulatory Filings 2017

Jan 23, 2017

31690_rns_2017-01-23_dcf0d53c-f33e-427f-8b32-7271d8330e1e.zip

Regulatory Filings

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DEFA14A 1 d285920ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

ADIENT PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on March 13, 2017.

Meeting Information — Meeting Type: Annual General Meeting
Adient plc For holders as of: January 13, 2017
Date: March 13, 2017 Time: 10:00 AM Local Time
Location: The Merrion
Hotel
24 Upper Merrion Street Dublin 2, Ireland
Adient
plc 25-28 NO R TH W ALL QU A Y IFSC, DUBLIN 1 IRELAND
You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication
presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.co m or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the
proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting
instructions.

Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available to
VIEW or RECEIVE: |
| --- |
| NOTICE AND PROXY STATEMENT
FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow g (located on the following page) and visit: www.proxyvote.com . How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the
following methods to make your request: 1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : [email protected] * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow g (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before February 27, 2017 to facilitate timely delivery. |

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow g (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items
The Board of Directors recommends you vote FOR the
following: 1. Election of Directors Nominees:
1a. John M. Barth The Board of Directors recommends you vote 1 year on the following proposal:
1b. Julie L. Bushman 4. To consider an advisory vote on the frequency of the
advisory vote on named executive officer compensation.
1c. Raymond L. Conner
1d. Richard Goodman Th e Boa r d o f Di r ector s r ecommend s yo u vote FOR p r oposal 5.
1e. Frederick A. Henderson 5. To approve the material terms of the performance goals
under Adient’s 2016 Omnibus Incentive Plan.
1f. R. Bruce McDonald
1g. Barbara J. Samardzich In their discretion, the proxies are authorized to vote on such matters as may properly come before the meeting or any adjournments thereof.
The Board of Directors recommends you vote FOR proposals
2 and 3. 2. To ratify, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP
as our independent auditor for fiscal year 2017 and to authorize, by binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors’ remuneration. 3. To approve, on an
advisory basis, our named executive officer compensation.