Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2022, the Board of Directors (the "Board") of Gates Industrial
Corporation plc (the "Company"), upon the recommendation of the Nominating and
Governance Committee of the Board, appointed Mr. Seth Meisel as a director of
the Company, effective January 1, 2023. Mr. Meisel is expected to be nominated
for reelection at the Company's 2023 Annual General Meeting of Shareholders.
Pursuant to a Shareholders Agreement (the "Shareholders Agreement"), dated as of
January 29, 2018, by and between the Company and certain affiliates of
Blackstone Inc. ("Blackstone"), Blackstone has the right to designate nominees
to the Board subject to the maintenance of certain ownership requirements in the
Company. Mr. Meisel has been designated to the Board by Blackstone pursuant to
the Shareholders Agreement. There have been no transactions involving Mr. Meisel
that would be required to be disclosed by Item 404(a) of Regulation S-K.
The Nominating and Governance Committee of the Board has determined that Mr.
Meisel qualifies as an independent director pursuant to the rules of the U.S.
Securities and Exchange Commission, the New York Stock Exchange listing
standards and the Company's Corporate Governance Guidelines. At this time, Mr.
Meisel will not serve on any committees of the Board and will not receive
compensation for his service on the Board. The Company also expects Mr. Meisel
to enter into the Company's standard indemnification agreement for its
non-employee directors.
On December 29, 2022, Mr. Terry Klebe notified the Company of his intention to
resign from the Company's Board. This resignation was effective as of December
31, 2022. The resignation was not the result of any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices.
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