Garrett Motion Inc.
For the period ended May 22, 2025. Filed Apr 9, 2025.
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 22, 2025 · Filed Apr 9, 2025
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 |
|---|
GARRETT MOTION INC.
(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 |
|---|
The automotive industry faced many challenges in 2024. Despite this, Garrett strengthened its leadership position, securing more than 50% of available business while making significant progress toward electrification solutions, expanding into industrial applications, continuing to invest in innovation, and prioritizing shareholder returns.
Leading Turbocharging Technology while Driving Zero-Emission Technologies
In 2024, Garrett solidified its position as a global leader in turbocharging, securing key wins in light vehicle gasoline turbochargers across the U.S. and China, along with diesel turbo contracts in Europe and China, reinforcing our competitive edge. Our expansion into natural gas on-highway applications in China further supports cleaner transportation solutions, and we broadened our portfolio with Garrett MEG turbochargers for marine and backup power, with production targeted to begin in 2026.
At the same time, we accelerated from prototype to production-ready, high-speed electric powertrains, with first launches targeted for 2027. Key partnerships, including a letter of intent with SinoTruk and validation testing with a major light vehicle OEM, demonstrate growing demand for our innovative E-powertrain solutions. We also expanded our fuel cell compressor portfolio, with Gen3 fuel cell compressors set to launch in 2025, reinforcing Garrett’s leadership in sustainable mobility.
In 2024, Garrett’s dedication to innovation and customer satisfaction earned multiple industry accolades, including the Stellantis Innovation Award for advanced EV solutions. Celebrating 30 years in China, our Wuhan facility was named among the Top 10 Foreign Enterprises. Additionally, our sustainability efforts were recognized with an Ecovadis Silver award and strong climate performance ratings from CDP and ISS-ESG. Garrett continues to help shape a cleaner and more efficient future.
Strong Operating and Financial Performance
Garrett delivered another year of strong financial performance while navigating a challenging industry environment. We generated Net Income of $282 million for a Net Income Margin of 8.1%, Adjusted EBITDA of $598 million for an Adjusted EBITDA margin of 17.2%, and Net Cash Provided by Operating Activities of $408 million with Adjusted Free Cash Flow of $358 million.
These strong margins and cash flows highlight our solid operating performance and ability to navigate industry cycles, and enabled continued investment in innovative, differentiated products while also returning significant capital to shareholders. In 2024, Garrett repurchased $296 million of its common shares, equivalent to 13% of our share count at the beginning of 2024, and announced a new capital allocation plan, including an aggregate of $50 million in planned dividends for 2025, to be declared and paid quarterly, and authorization for up to $250 million in share repurchases in 2025.
Well-Positioned for 2025
Looking ahead, Garrett continues to be well-positioned for long-term success. While we anticipate another challenging year due to economic uncertainty, geopolitical instability, and a continued soft automotive market, our ability to deliver strong financial and operational performance through industry cycles positions us to maintain solid margins and cash generation, which we expect will allow us to continue investing in both turbo and electrification technologies while returning significant value to shareholders.
I look forward to your attendance at our Annual Meeting and thank you for your continued trust in Garrett Motion.
Sincerely,
Daniel Ninivaggi
Chairman of the Board
Dear Garrett Shareholder,
It is my pleasure to extend an invitation to Garrett Motion’s 2025 Annual Meeting of Shareholders, scheduled for Thursday, May 22, 2025, 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 and ask questions from wherever you are. Access to the meeting will be available atwww.virtualshareholdermeeting.com/GTX2025. For details on attending and participating, please refer to the “General Information About Voting and the Annual Meeting” section of the enclosed proxy statement.
In line with the U.S. Securities and Exchange Commission’s Notice and Access rules, we offer our 2024 Annual Report and proxy materials to our shareholders 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.
Ensuring your shares are represented and voted at the Annual Meeting is critical, even if you do not plan on attending the meeting. 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 mail. We encourage you to review all of our proxy 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
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
ANNUAL MEETING INFORMATION
TIME8:30 a.m. Eastern Time
RECORD DATE
Shareholders of record at the close of business on March 31, 2025, are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation, or adjournment thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 22, 2025: The notice of meeting, proxy statement, and 2024 Annual Report are available free of charge atproxyvote.com andinvestors.garrettmotion.com.
| To Our Shareholders: | |
|---|---|
| NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Garrett Motion Inc. (“Garrett” or the “Company”) will be held on Thursday, May 22, 2025, at 8:30 a.m. Eastern Time (2:30 p.m. Central Europe Time). The Annual Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GTX2025 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, shareholders will consider and vote on the following matters: | |
| 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 2026 annual meeting of shareholders |
| 2 | The ratification of the appointment of Deloitte SA as our independent registered public accounting firm for the fiscal year ending December 31, 2025 |
| 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, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers |
| The shareholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation, or adjournment thereof. | |
| Your vote is important regardless of the number of shares you own. | |
To ensure that a quorum is present at the Annual Meeting, whether or not you expect to attend the Annual Meeting, please vote your shares in advance 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. We encourage shareholders 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
General Counsel & Corporate Secretary
April 9, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.