Aptiv PLC — Proxy Solicitation & Information Statement 2017

Mar 13, 2017

DEFA14A 1 d353284ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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

DELPHI AUTOMOTIVE 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.
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filing fee is calculated and state how it was determined):
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☐	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.
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Vote by Internet • Go to www.envisionreports.com/dlph • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website

Important Notice Regarding the Availability of Proxy Materials for the

Delphi Automotive PLC Shareholder Meeting to be Held on April 27, 2017

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available to you on the Internet. We encourage you to access and review the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/dlph to view the materials. Step 2: Click on Cast Your Vote or Request Materials . Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you must request one. You will not otherwise receive paper or e-mail copies. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 17, 2017 to facilitate timely delivery.

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Shareholder Meeting Notice

Delphi Automotive PLC’s Annual Meeting of Shareholders will be held on April 27, 2017 at the Four Seasons Hotel London at Park Lane, Hamilton Place, Park Lane London, England W1J 7DR at 9:00 a.m. local time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote FOR all director nominees and FOR Proposals 13 and 14:

Election of Directors

1. Joseph S. Cantie

2. Kevin P. Clark

3. Gary L. Cowger

4. Nicholas M. Donofrio

5. Mark P. Frissora

6. Rajiv L. Gupta

7. Sean O. Mahoney

8. Timothy M. Manganello

9. Ana G. Pinczuk

10. Thomas W. Sidlik

11. Bernd Wiedemann

12. Lawrence A. Zimmerman

Non Director Proposals

1. To re-appoint auditors, ratify independent public accounting firm and authorize the directors to determine the fees paid to the auditors.

2. To approve, by advisory vote, executive compensation.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. For information regarding attending the meeting, please see the proxy statement.

●
g	Internet – Go to www.envisionreports.com/dlph . Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or
paper delivery of future meeting materials.
g	Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order
a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
g	Email – Send email to investorvote@computershare.com with “Proxy Materials Delphi Automotive PLC” in the subject line. Include in the message your full name and address, plus the number located in the shaded
bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
	To facilitate timely delivery, all requests for a copy of the proxy materials must be received by April 17, 2017.
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