Aptiv PLC

To be approved, Resolutions 1 to 12 require a simple majority of the votes cast at the Annual Meeting in favor of each Resolution, assuming a quorum has been met. If a director does not receive a majority of the votes cast for his or her election, then that director will not be elected to the Board, and the Board may fill the vacancy with a different person, or the Board may reduce the number of directors to eliminate the vacancy. The vote on Resolutions 13 and 14 is advisory and is not binding on our Board or the Company. Abstentions andbroker non-votes are counted for the purpose of determining a quorum, but are not counted as votes cast.