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)

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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 24, 2024, at 9:00 a.m. local time, at the Company’s Headquarters in Dublin, Ireland.

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, 2023. These materials are also available on our website, aptiv.com.

Aptiv is a leading full-system solutions partner serving industrial markets around the world. Our global leadership in next-generation hardware, cloud-native software, andsensor-to-cloud connectivity platforms is powering digital transformation across industries. By meeting customers where they are on their transformation journey, we can deliver high-value, cost-effective solutions that pave the way for a smooth transition into the software-defined future.

Sustainability is central to our mission of creating a better world with zero accidents, zero emissions, and seamless connectivity. With a strategic framework that is focused on our people, products, planet and platforms, we are fostering an inclusive, high-performance culture and building quality, cutting-edge solutions that are designed, developed, and manufactured responsibly. In addition, our commitment to innovation, operational excellence, and sustainability is changing the world for the better. We are well on our way to carbon neutrality in 2040, and last year we were proud to be recognized by TIME as one of the ‘World’s Best Companies’, by Newsweek as one of ‘America’s Greenest Companies’ and by Ethisphere as one of the ‘World’s Most Ethical Companies’ for the 11th year in a row.

We made tremendous progress in 2023 and looking ahead, we are well-positioned to solve our customers toughest challenges for years to come. We have the right strategy and full-system capabilities that will enable us to continue to pioneer market-shaping solutions, optimize our business foundation, and invest in the products and platforms that will deliver long-term, sustainable shareholder value.

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 24, 2024.

Sincerely,

Kevin P. Clark Chairman 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, 2023 to the shareholders, passing the following resolutions, and transacting such other business as may properly come before the Annual Meeting:

ELECTION OF DIRECTORS

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

AUDITORS

EQUITY COMPENSATION PLANS

EXECUTIVE COMPENSATION

Choice 1 - EVERY YEAR;

Choice 2 - EVERY TWO YEARS;

Choice 3 - EVERY THREE YEARS; or

Choice 4 - ABSTAIN.

Resolutions 1 to 12 will be proposed as ordinary resolutions, and Resolutions 13 and 14 will be proposed as advisory, non-binding resolutions.

You are entitled to vote only if you were a shareholder of Aptiv PLC at the close of business on March 4, 2024. Holders of ordinary shares of Aptiv PLC are entitled to one vote for each share held of record on the record date.

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.

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

Senior 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 11, 2024.