Garrett Motion Inc. (GTX)
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AGM 2026

May 28, 2026

Summary

The meeting covered director elections, auditor ratification, and executive compensation approval, with all proposals passing by majority vote. No questions were raised during the Q&A session.

Operator

Good morning, and thank you for joining us. My name is Carly, and I will be acting as operator of this meeting. Before we get started, I would like to go over a couple of housekeeping items. Questions for today's meeting will be limited to those that relate to the matters that are set forth on the meeting agenda. You may submit questions at any time during the meeting by typing your questions into the question chat box. Please refer to the rules of conduct for additional information regarding the Q&A section of the meeting. I will now pass the meeting over to Daniel Ninivaggi, Chairman of the Board of Directors of Garrett Motion Inc., to begin the formal proceedings of the meeting.

Daniel Ninivaggi
Chairman of the Board of Directors, Garrett Motion Inc

Thank you, operator, and welcome to the 2026 Annual Meeting of Shareholders of Garrett Motion Inc. We appreciate your attendance today. I'm Daniel Ninivaggi, Chairman of the Board of Directors, and I will be presiding over this meeting. I'll now call the meeting to order. Before proceeding to the business of the meeting, I'd like to introduce my fellow directors standing for re-election who are each in attendance today: Paul Camuti, Joachim Drees, D'aun Norman, Olivier Rabiller, our CEO, Julia Steyn, and Steven Tesoriere.

I'd also like to introduce Jeffrey Van Nest, who is standing for election for the first time at this meeting. I'd like to take a moment to recognize our fellow Director, Robert Shanks, who will not be standing for re-election at today's meeting. We thank Bob for his many contributions to the board and the company over the years.

Also in attendance today are members of our senior management team, including Mark Rollinger, the company's General Counsel and Corporate Secretary, who will act as Secretary of the meeting, and Sean Deason, the company's Chief Financial Officer. Lewis Larson, a representative of Broadridge Financial Solutions, will serve as Inspector of Elections, and also present today are representatives from our independent auditor, Deloitte SA. Now I'd like to turn the proceedings over to Patrick Foley, our Deputy General Counsel and Assistant Corporate Secretary. Patrick?

Patrick Foley
Deputy General Counsel and Assistant Corporate Secretary, Garrett Motion Inc

Thank you, Mr. Chairman. Good morning, good afternoon, and good evening, and welcome again to our 2026 Annual Meeting of Shareholders. A link to the rules of conduct for the meeting appears at the bottom of your screen. It is our intention to conduct this meeting in accordance with these rules. Please note that an opportunity will be provided for questions and discussion following the official portion of the meeting.

As stated in the rules of conduct, we ask that you restrict any questions or remarks to those relevant to the items of business set forth on the agenda. Thank you for your cooperation with these rules. Mr. Rollinger will now report on the mailing of the notice of this meeting and the presence of a quorum. Mark?

Mark Rollinger
General Counsel and Corporate Secretary, Garrett Motion Inc

Thanks, Patrick. This meeting is being held pursuant to notice mailed or made available via the Internet beginning on April 10th, 2026, to each shareholder of record as of April 2nd, 2026. A list of shareholders entitled to vote at this meeting has been available for the past 10 days for examination by any shareholder desiring to do so. All documents concerning the call and notice of this meeting, including an affidavit of mailing of the notice, will be filed with the records of the company. As of the record date, there were 187,656,873 shares of our common stock issued in outstanding and entitled to vote at this meeting.

Based on the tabulation report provided to me today, I certify that as required by the company's bylaws, the holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, and that a quorum is therefore present. I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it.

On behalf of the board of directors, I now move all items of business set forth on the agenda and nominate the board's nominees for election. Olivier Rabiller, who acts as proxy for all shares that have been voted thus far, seconds this motion. The polls are now open for voting online and will remain open while we conduct the official portion of the meeting.

Patrick Foley
Deputy General Counsel and Assistant Corporate Secretary, Garrett Motion Inc

Thank you, Mark. On behalf of the company, I would like to express my appreciation to all shareholders who are attending this meeting and those who returned their proxies. If you'd like to vote at this meeting, please do so via the online voting platform now. The polls will close shortly after all proposals have been introduced. If you have already voted by proxy, it is not necessary to vote via the online meeting platform unless you wish to change your vote. The next order of business is a description of the matters to be voted upon at today's meeting.

At this meeting, the shareholders will be asked to elect eight directors to the board of directors of the company to ratify the selection of Deloitte SA as the company's independent registered public accounting firm for 2026 and to approve on an advisory basis the compensation of the company's named executive officers.

The first item of business is the election of eight directors to the company's Board of Directors. Each director elected today will hold office until the company's 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier resignation. The board has nominated the eight directors introduced earlier and who have been identified in our proxy statement. The board recommends a vote for each of these director nominees.

The second item of business is the ratification of the appointment of Deloitte SA as the company's independent registered public accountant for the current fiscal year ending on December 31st, 2026. You can read more about this proposal in our proxy statement. The board recommends a vote for this proposal. The last item of business is the proposal to approve on a non-binding advisory basis the 2025 compensation of the company's named executive officers as disclosed in the proxy statement.

You can read more about the compensation of these individuals and the company's executive compensation programs in our proxy statement. The Board recommends a vote for this proposal. That concludes the items of business to be considered at today's meeting. If you wish to vote online, please do so now. The polls are now closed. Before we open the meeting for questions, I would like the Secretary to report the preliminary results of the voting. Mark?

Mark Rollinger
General Counsel and Corporate Secretary, Garrett Motion Inc

Thanks, Patrick. The Inspector of Elections has provided me with a preliminary report of voting, which is based on a tabulation of proxies received before the start of today's meeting. We will report the final voting results in a Form 8-K filed with the U.S. SEC following receipt of certified voting results from the Inspector of Elections.

Based on the preliminary results provided by the Inspector of Elections, A, the holders of a majority of votes cast at this meeting have voted in favor of each of the Board's Director nominees. B, the holders of a majority in voting power of the shares of common stock present virtually or represented by proxy and entitled to vote on each respective matter, have voted first to ratify the selection of Deloitte S.A. as the company's independent auditors for the fiscal year ending December 31st, 2026.

Two, to approve on a non-binding advisory basis the compensation of the company's named executive officers as disclosed in a proxy statement. Based on these preliminary results, I hereby declare that all of the nominees for director have been duly elected. The appointment of Deloitte S.A. as the company's independent auditors for 2026 has been duly ratified, and the compensation of the company's named executive officers, as disclosed in the proxy statement, has been approved on an advisory non-binding basis. I'll now turn the meeting back to our Chairman.

Daniel Ninivaggi
Chairman of the Board of Directors, Garrett Motion Inc

Thank you, Mark. There being no other business, I now declare the official portion of the meeting adjourned. On behalf of the Board of Directors of Garrett Motion, I would again like to express my sincere appreciation to the shareholders who participated in today's meeting and to all those who voted by returning their proxies. We'll now open the meeting for a brief question and answer period. Anyone wishing to address the meeting may ask a question by typing it into the question box at the bottom of your screen. Seeing that there are no questions, we will conclude the question and answer period. I would again like to express my sincere gratitude to all shareholders who participated today. I'll now turn the meeting back over to the operator.

Operator

Ladies and gentlemen, this concludes today's meeting. Thank you for joining. You may now disconnect.