Garrett Motion Inc
For the period ended May 29, 2024. Filed Apr 12, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2024 · Filed Apr 12, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 under §240.14a-12 |
|---|
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
Dear Garrett Stockholder,
As we prepare for our 2024 Annual Meeting of Stockholders on May 29, I want to highlight Garrett Motion's strong performance and strategic progress in 2023. In an uncertain macro environment, we achieved strong financial results, maintained our leadership in turbo and hybrid technologies and accelerated innovations in differentiated zero emission solutions, while at the same time returning capital to shareholders.
Capital Allocation to Enhance Shareholder Value
In 2023, we took the final step in normalizing our capital structure, triggering the conversion of all shares of Series A preferred stock to common stock. The conversion eliminated the 11% Series A preferred dividend, providing substantial net cash flow benefits, and transitioned us to having a single class of stock with enhanced liquidity and a multi-billion dollar equity market capitalization. Our strong free cash flow also enabled us to repurchase $213 million of common stock post conversion of the Series A preferred shares though our share buy-back program. This was achieved while supporting the business in the continued expansion of turbo and hybrid technologies, and investing more than 50% of our research and development budget in differentiated zero emission solutions.
Investing in the Future Amidst Growth
Garrett generated $3.9 billion in net sales in 2023, an 8% increase from the previous year. This growth, propelled by global light vehicle demand and successful inflation recovery efforts, was slightly offset by foreign exchange headwinds. Our disciplined and variable cost structure led to net income of $261 million, operating cash flow of $465 million, Adjusted EBITDA of $635 million, and Adjusted Free Cash Flow of $422 million. Our innovation trajectory included the expansion of our turbo offerings in hybrid and alternative fuel applications, alongside several series production awards for fuel cell applications and multiple pre-development contracts for our differentiated zero emission technologies.
Corporate Citizenship and ESG Commitments
Our mission to deliver solutions for emission reduction and energy efficiency is aligned with our 2030 scope 1+2 carbon reduction target, and reflects Garrett's ongoing commitment to corporate citizenship and environmental stewardship. We continue to invest in creating sustainable mobility solutions through environmentally responsible practices. Our initiatives in turbocharging, electrification, and software solutions aim to address the automotive and other industry sectors most pressing sustainability challenges, furthering our mission to be a responsible and respected corporate citizen.
Looking forward to 2024, Garrett is poised to maintain strong financial performance in a challenging industry landscape. We remain committed to sustaining our turbo and hybrid leadership, expanding our presence in zero emission innovations, strengthening our balance sheet, and returning capital to shareholders.
I look forward to your virtual attendance to our Annual Meeting and thank you for your continuing support of Garrett Motion.
Sincerely,
| | | Daniel Ninivaggi Non-Executive Chairman of the Board |
(1) See non-GAAP Annex
Garrett Motion Inc.
Dear Garrett Stockholder,
It is my pleasure to extend an invitation to you for Garrett Motion’s Annual Meeting of Stockholders, scheduled for Wednesday, May 29, at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). This year, we will again host a fully virtual meeting via live webcast, allowing you to participate in the annual meeting online, submit your questions during the meeting, and ask questions from wherever you are. Access to the meeting will be available atwww.virtualshareholdermeeting.com/GTX2024. For details on attending and participating, please refer to the “General Information About Voting and the Annual Meeting” section in the enclosed proxy statement.
In line with the U.S. Securities and Exchange Commission’s Notice and Access rules, we offer our Annual Report and proxy materials to our stockholders electronically. This method of delivery not only ensures you receive our materials promptly but also aligns with our commitment to cost efficiency and environmental sustainability by reducing the need for paper.
Ensuring your shares are represented and voted at the Annual Meeting is critical, even if you do not plan on attending electronically. The proxy statement accompanying this letter provides detailed information on the agenda items for your vote, along with comprehensive instructions on how to vote via telephone, the Internet, or by submitting your proxy. Should you have already received our Notice of Internet Availability of Proxy Materials, you will find therein the necessary instructions for voting. We encourage you to review all materials thoroughly.
Your investment in Garrett Motion is greatly valued, and we thank you for your ongoing support.
Warm regards,
| | | Olivier Rabiller President & Chief Executive Officer |
La Pièce 16
Rolle, Switzerland 1180
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 29, 2024
| 2024 Annual Meeting Information | ||||||
|---|---|---|---|---|---|---|
| Time8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time) | | | Date Wednesday, May 29, 2024 | | | Place Online only via live webcast at www.virtualshareholdermeeting.com/GTX2024 |
To our stockholders:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of stockholders of Garrett Motion Inc., or the Annual Meeting, will be held on Wednesday, May 29, 2024 at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/GTX2024 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, proxy card, or on the instructions that accompanied your proxy materials. At the Annual Meeting, stockholders will consider and vote on the following matters:
| MATTER | | |||
| 1 | | | The election of the nine nominees named in this proxy statement to our board of directors (the “Board of Directors” or “Board”) to serve as directors, each for a one-year term ending at the 2025 annual meeting of stockholders | |
| 2 | | | The ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | |
| 3 | | | The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement | |
| 4 | | | The approval of an amendment to our Certificate of Incorporation to lower the stockholder vote required to remove directors and amend the by-laws of the Company, and to make other non-substantive amendments including to remove obsolete provisions and make conforming changes | |
| 5 | | | The approval of an amendment to our Certificate of Incorporation to provide for officer exculpation to the extent permitted under Delaware law | |
| 6 | | | The approval of an amendment to our Certificate of Incorporation to permit stockholders to call special meetings | |
The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment thereof.
Garrett Motion Inc.
Stockholders of record at the close of business on Tuesday, April 2, 2024, are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. Your vote is important regardless of the number of shares you own.
| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of stockholders to be held on May 29, 2024. The notice of meeting, proxy statement, and 2023 Annual Report on Form 10-K are available free of charge at proxyvote.com and at investors.garrettmotion.com. | |
|---|
To ensure that a quorum is present at the Annual Meeting, please vote your shares over the Internet or by telephone, or, if you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed envelope, whether or not you expect to attend the Annual Meeting. We encourage stockholders to submit their proxy via telephone or online. If you decide to attend the Annual Meeting, you will be able to vote electronically, even if you have previously submitted your proxy.
By Order of the Board of Directors,
Jérôme Maironi
Corporate Secretary
April 12, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.