Adient plc — Regulatory Filings 2021

Jan 26, 2021

DEFA14A 1 d943461ddefa14a.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 ☐

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☐ 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)

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

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☐ 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.

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on March 9, 2021.

Adient plc

Adient plc

25-28 NORTH WALL QUAY

IFSC, DUBLIN 1

IRELAND

Meeting Information
Meeting Type:	Annual General Meeting
For holders as of:	January 13, 2021
Date: March 9, 2021	Time: 1:00 PM Local Time
Location: 25-28 North Wall Quay
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.com 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 ANNUAL REPORT 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 *: sendmaterial@proxyvote.com * 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 22, 2021 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. Julie L. Bushman 1b. Peter H.
Carlin
1c. Raymond L. Conner
1d. Douglas G. Del Grosso
1e. Richard Goodman
1f. José M. Gutiérrez
1g. Frederick A. Henderson
1h. Barb J. Samardzich

| The Board of Directors recommends you vote FOR proposals 2, 3, 4,
5 and 6. |
| --- |
| 2.  To ratify, by non-binding advisory vote, the appointment of PricewaterhouseCoopers
LLP as our independent auditor for fiscal year 2021 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. 4.  To approve the adoption of Adient’s 2021 Omnibus Incentive Plan. 5.  To renew the Board of
Directors’ authority to issue shares under Irish law. 6.  To renew the Board of Directors’ authority to opt-out of statutory preemption rights under Irish
law. |
| In their discretion, the proxies are authorized to vote on such matters as may properly come before the meeting or any adjournments thereof. |