Garrett Motion Inc.
For the period ended May 28, 2026. Filed Apr 10, 2026.
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May 28, 2026 · Filed Apr 10, 2026
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
ANNUAL MEETING INFORMATION
TIME8:30 a.m. Eastern Time
RECORD DATE
Shareholders of record at the close of business on April 2, 2026, 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 28, 2026:
The notice of meeting, proxy statement, and 2025 Annual Report are available free of charge atproxyvote.com andinvestors.garrettmotion.com.
This proxy statement, the proxy card, and our 2025 Annual Report are being delivered to shareholders beginning on or about April 10, 2026.
| To Our Shareholders: | |
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| NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Garrett Motion Inc. (“Garrett” or the “Company”) will be held on Thursday, May 28, 2026, 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/GTX2026 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 eight 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 2027 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, 2026 |
| 3 | The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in this proxy statement |
| 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,
Mark Rollinger
Senior Vice President, General Counsel & Corporate Secretary
April 10, 2026
I am delighted to report that 2025 was another good year for Garrett as we delivered solid growth, stronger margins, and healthy free cash flow while expanding our product offerings, all in a complex geopolitical and macroeconomic environment.
Strong Operational and Financial Performance
Garrett once again delivered very solid performance in 2025, with full-year Net Sales of $3.58 billion, Net Income of $310 million for a Net Income Margin of 8.6%, and Adjusted EBIT of $510 million for an Adjusted EBIT Margin of 14.2%. Cash generation also remained strong, with Net Cash Provided by Operating Activities of $413 million and Adjusted Free Cash Flow of $403 million, once again demonstrating our disciplined execution and operational rigor. We continued to return significant capital to shareholders and strengthen our balance sheet, repurchasing $208 million of our common stock, initiating our first quarterly dividend of $0.06 per share – which we increased to $0.08 per share in the fourth quarter – and completing an early repayment of $50 million on our term loan. We have successfully reduced our share count by more than 40% since 2023, and we have authorized a new $250 million share repurchase program for 2026.
Strengthening Turbocharging Business while Accelerating Zero-Emission and Industrial Applications
In Garrett’s turbo portfolio, we continued to win across geographies and propulsion types, including hybrid, range-extended, and commercial on-highway platforms, in addition to awards for industrial applications. This included numerous new light-vehicle turbo awards in key geographies and applications, including light commercial vehicle diesel and hybrid gasoline applications, and multiple commercial vehicle and industrial awards, including several for power generation and marine applications.
While our turbo business continued to win globally, we also accelerated our zero-emission and industrial technologies. We announced a strategic agreement and series production award to co-develop and manufacture advanced electric beam axle systems for medium- and heavy-duty trucks, and interest continues to grow for our high-speed E-Powertrain solutions, as we entered into proof-of-concept agreements with customers in Japan and China.
Well-Positioned for 2026
With a disciplined capital allocation framework and a flexible balance sheet, we enter 2026 focused on maintaining flawless execution and converting our growing pipeline into new awards. We aim to maintain attractive margins and strong cash conversion while funding high-return innovation across turbo, zero-emission, and industrial solutions. Already this year, we’ve announced the first commercial application of our largest MEG turbocharger platform for marine propulsion and power generation systems. We’ve also introduced our breakthrough oil-free, high-speed centrifugal compressor technology and announced a strategic collaboration for commercial HVAC applications and our first serial award in the mobility sector for electric buses in China. These wins underscore our strategy to build on Garrett’s differentiated technologies to strengthen our turbo leadership and expand across mobility and industrial applications.
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 2026 Annual Meeting of Shareholders, scheduled for Thursday, May 28, 2026, 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/GTX2026. 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 proxy materials and 2025 Annual Report 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 Director, President & Chief Executive Officer
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