Aptiv PLC

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:

Aptiv 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):

LETTER FROM CEO

To Our Shareholders

I am pleased to invite you to Aptiv PLC’s Annual General Meeting of Shareholders to be held on Wednesday, April 23, 2025, at 9:00 a.m. local time, at The Dolder Grand in Zurich, Switzerland.

The following Notice of Annual General Meeting of Shareholders and Proxy Statement describes the business that will be conducted at the Annual Meeting. You can find financial and other information about Aptiv in the accompanying Form 10-K for the fiscal year ended December 31, 2024. These materials are also available on our website, aptiv.com.

Aptiv is a global technology company serving industrial markets worldwide. Renowned for our expertise in intelligent design, engineering, and manufacturing, we provide scalable, end-to-end solutions that enhance the performance, reliability, and cost-efficiency of mission-critical systems. Our open, modular solutions integrate flexible hardware, AI/ML-enabled software, and sensor-to-cloud connectivity platforms to accelerate our customers’ transition to a software-defined future.

In 2024, we made significant progress despite a dynamic macroeconomic environment. Our advanced full-system solutions address the critical needs of our customers and our robust business model positions us for long-term success. We continue to invest to enhance our product portfolio, optimize our global footprint, increase the efficiency of our engineering activities, and diversify our customer and end-market exposure — ensuring we remain well-positioned for future growth.

Looking ahead, we are increasing our strategic and operating focus with the planned separation of our Electrical Distribution Systems (“EDS”) business. The spin-off of EDS marks an important next step in Aptiv’s evolution, creating two independent, leading companies with the product portfolio, scale, and global reach to drive even greater success. By sharpening our focus, Aptiv and EDS will be optimally positioned to address customer needs, capitalize on market opportunities, and create long-term value for our shareholders.

With a foundation built on our people, products, planet, and platforms, we remain committed to delivering next-generation solutions. We are honored to have been recognized by TIMEas one of the ‘World’s Best Companies’ for two consecutive years, and Ethisphere as one of the ‘World’s Most Ethical Companies’ for the 12th year in a row.

We are excited about the road ahead and remain confident in our ability to execute our strategy and deliver long-term value for all our stakeholders.

Your vote is very important to us. I encourage you to sign and return your proxy card or use telephone or Internet voting so that your shares will be represented and voted at the meeting.

Thank you for your continued support. We look forward to seeing you on April 23, 2025.

Sincerely,

Kevin P. ClarkChair and Chief Executive Officer

Notice of Annual General Meeting of Shareholders

MEETING AGENDA

Presenting the Company’s accounts and auditors’ reports for the fiscal year ended December 31, 2024 to the shareholders, passing the following resolutions, and transacting such other business as may properly come before the Annual Meeting:

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ORDINARY RESOLUTIONS

ELECTION OF DIRECTORS

THAT the following directors be elected as directors of the Company:

Kevin P. Clark

Nancy E. Cooper

Joseph L. Hooley

Vasumati P. Jakkal

Merit E. Janow

Sean O. Mahoney

Paul M. Meister

Robert K. Ortberg

Colin J. Parris

Ana G. Pinczuk

AUDITORS

THAT Ernst & Young LLP be re-appointed as the auditors of the Company until the Annual Meeting of the Company to be held in 2026, that the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is ratified and that directors are authorized to determine the fees to be paid to the auditors.

•

ADVISORY, NON-BINDING RESOLUTIONS

EXECUTIVE COMPENSATION

THAT the Company’s shareholders approve, on an advisory, non-binding basis, the Company’s executive compensation.

Resolutions 1 to 11 will be proposed as ordinary resolutions, and Resolution 12 will be proposed as an advisory, non-binding resolution.

2 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

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RECORD DATE

You are entitled to vote only if you were a shareholder of Aptiv PLC at the close of business on February 28, 2025. Holders of ordinary shares of Aptiv PLC are entitled to one vote for each share held of record on the record date.

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ATTENDANCE AT THE ANNUAL MEETING

We hope you will be able to attend the Annual Meeting in person. If you expect to attend, please check the appropriate box on the proxy card when you return your proxy or follow the instructions on your proxy card to vote and confirm your attendance by telephone or Internet.

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WHERE TO FIND MORE INFORMATION ABOUT THE RESOLUTIONS AND PROXIES

Additional information regarding the business to be conducted and the resolutions is set out in the proxy statement (the “Proxy Statement”) and other proxy materials, which can be accessed by following the instructions on the Notice of Internet Availability of Proxy Materials that accompanies this Notice of Annual General Meeting of Shareholders.

You are entitled to appoint one or more proxies to attend the Annual Meeting and vote on your behalf. Your proxy does not need to be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.

BY ORDER OF THE BOARD OF DIRECTORS

Katherine H. Ramundo

Executive Vice President,

Chief Legal Officer,

Chief Compliance Officer

and Secretary

PLEASE NOTE THAT YOU WILL NEED PROOF THAT YOU OWN APTIV SHARES AS OF THE RECORD DATE TO BE ADMITTED TO THE ANNUAL MEETING.

This Notice of Annual Meeting of Shareholders and the Proxy Statement are being distributed or made available on or about March 10, 2025.

REORGANIZATION

On December 17, 2024, Aptiv completed a scheme of arrangement under Jersey law (the “Scheme”), which was approved by its shareholders on December 2, 2024 and sanctioned by the Royal Court of Jersey on December 13, 2024. Pursuant to the Scheme, the ordinary shares of Aptiv Irish Holdings Limited (formerly known as Aptiv PLC), a company organized under the laws of Jersey and the then publicly traded parent company of the Aptiv group (the “Predecessor”), were cancelled and the holders thereof received, on a one-for-one basis, ordinary shares of Aptiv PLC. Following the Scheme, Aptiv PLC became the publicly traded parent company of the Aptiv group, and the Predecessor became a wholly owned subsidiary of Aptiv PLC. References in this Proxy Statement to “we,” “our,” “Aptiv,” “Aptiv PLC” or the “Company” refer to the Predecessor prior to completion of the Scheme and to Aptiv PLC after the completion of the Scheme.

TABLE OF CONTENTS 3

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6 2025 PROXY STATEMENT—SUMMARY