AXALTA COATING SYSTEMS LTD.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2021 Annual General Meeting of Members ("AGM") of Axalta Coating Systems
Ltd. ("Axalta") was held on May 13, 2021 . The matters that were voted upon at
the AGM and the number of votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes, as to each such matter, as
applicable, are set forth below.
At the AGM, Axalta's members: (i) elected nine directors, each for a term
expiring at Axalta's 2022 Annual General Meeting of Members; (ii) approved the
appointment of PricewaterhouseCoopers LLP as Axalta's independent registered
public accounting firm and auditor until the conclusion of the 2022 Annual
General Meeting of Members and the delegation of authority to Axalta's Board of
Directors, acting through the Audit Committee, to fix the terms and remuneration
thereof; (iii) voted, on an advisory (non-binding) basis, that Axalta should
hold future advisory votes ("Say on Frequency") on the compensation paid to
Axalta's named executive officers every one year; and (iv) approved the
compensation of Axalta's named executive officers ("Say on Pay") for 2020.
Election of Nine Directors:
Name Votes For Votes Withheld Broker-Non-Votes
Robert W. Bryant 190,719,793 905,793 8,960,231
Steven M. Chapman 190,293,639 1,331,947 8,960,231
William M. Cook 181,019,076 10,606,510 8,960,231
Mark Garrett 183,152,116 8,473,470 8,960,231
Deborah J. Kissire 185,314,080 6,311,506 8,960,231
Elizabeth C. Lempres 187,571,256 4,054,330 8,960,231
Robert M. McLaughlin 187,961,798 3,663,788 8,960,231
Rakesh Sachdev 176,120,733 15,504,853 8,960,231
Samuel L. Smolik 189,993,627 1,631,959 8,960,231
Appointment of
Votes For Votes Against Abstentions
195,426,353 5,040,124 119,340
Say on Frequency:
One Year* Two Years Three Years Broker Non-Votes Abstentions
188,417,508 112,701 2,971,573 8,960,231 123,804
*Axalta intends to hold the Say on Pay vote annually.
Say on Pay for 2020:
Votes For Votes Against Broker Non-Votes Abstentions
179,224,040 12,231,449 8,960,231 170,097
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