Axalta Coating Systems Ltd.
For the period ended Jun 3, 2026. Filed Apr 21, 2026.
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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.
Jun 3, 2026 · Filed Apr 21, 2026
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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
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 Pursuant to §240.14a-12. |
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AXALTA COATING SYSTEMS LTD.
(Name of Registrant as Specified In Its Charter)
(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 General Meeting
of Members and Proxy Statement
Axalta Coating Systems Ltd.
Wednesday, June 3, 2026 at 10:00 a.m., eastern time
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL GENERAL MEETING OF MEMBERS TO BE HELD ON JUNE 3, 2026:
The Notice of Internet Availability of Proxy Materials, Notice of Annual General
Meeting of Members, Proxy Statement and Annual Report are available at
www.proxydocs.com/AXTA
Dear Fellow Axalta Shareholders: It is our pleasure to invite you to attend Axalta’s 2026 Annual General Meeting of Members (the “Annual General Meeting”), which will be held in person on June 3, 2026 at 10:00 a.m., eastern time, at our Corporate Headquarters & Global Innovation Center located in Philadelphia, Pennsylvania. 2025 was another successful year for Axalta, as we delivered record Adjusted EBITDA and Adjusted Diluted EPS and strengthened our balance sheet in the face of significant softness across our end-markets. We exhibited operational discipline as we continued to execute on our 2026 A Plan in a challenging macro environment. At the same time, we strengthened our safety performance to the best in Axalta’s history and continued to reinforce operational discipline. We also continued to innovate, winning a number of R&D awards, while completing a number of smaller bolt-on acquisitions during the year. We believe these actions reflect the solid foundation we have built and demonstrate our ability to navigate complexity and deliver consistent performance. On November 18, 2025, we announced Axalta’s next chapter: combining with Akzo Nobel N.V. (“AkzoNobel”) in an all-stock merger of equals (the “Pending Merger”). This transaction represents a unique opportunity to bring together two coatings industry leaders with complementary portfolios of highly regarded brands. Shareholders will be voting on the Pending Merger at a separate Special General Meeting of Members, and a separate Proxy Statement will be delivered for such Special General Meeting of Members. We are excited for this opportunity to better serve customers across key end markets and enhance value for shareholders, employees and other stakeholders. You will find information regarding the matters to be voted upon at the Annual General Meeting in the attached Notice of 2026 Annual General Meeting of Members and Proxy Statement. We are sending our shareholders, referred to as “members” under Bermuda law, a notice regarding the availability of this Proxy Statement, our 2026 Annual Report to Members and other proxy materials via the Internet. This electronic process gives you fast, convenient access to the materials and reduces the impact on the environment and our printing and mailing costs. You may request a paper copy of these materials using one of the methods described in the Notice of 2026 Annual General Meeting of Members and Proxy Statement. Whether or not you are able to join the meeting, it is important that your common shares be represented and voted at the Annual General Meeting. Please follow the voting instructions provided in the Notice of Internet Availability of Proxy Materials. If you requested printed versions by mail, these printed proxy materials also include the proxy card or voting instruction form for the Annual General Meeting. Thank you for being a shareholder and for your support of our Company. Sincerely,
| Rakesh Sachdev Non-Executive Board Chair | Chris Villavarayan Chief Executive Officer and President |
AXALTA COATING SYSTEMS LTD.
1050 Constitution Avenue
Philadelphia, PA 19112
Notice of 2026 Annual General Meeting of Members
| Time and Date: 10:00 a.m., eastern time, on Wednesday, June 3, 2026 | Place: Axalta Corporate Headquarters & Global Innovation Center, 1050 Constitution Avenue, Philadelphia, PA 19112, U.S.A. |
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Who Can Vote:
Only holders of our common shares at the close of business on April 9, 2026, the record date, will be entitled to receive notice of, and to vote at, the Annual General Meeting.
Annual Report:
Our 2025 Annual Report to Members accompanies but is not part of this Proxy Statement.
Proxy Voting:
Your Vote is Important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual General Meeting. Promptly voting your shares via the Internet, by telephone or by signing, dating and returning your proxy card or voting instruction form will save the Company the expense and extra effort of additional solicitation. If you wish to vote by mail, for those receiving printed copies of the proxy materials, we have enclosed an envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the Annual General Meeting, as your proxy is revocable at your option. You may revoke your proxy at any time before it is voted by delivering to the Company a subsequently executed proxy or a written notice of revocation or by voting at the Annual General Meeting.
Items of Business:
| • | Election of nine directors to serve until the 2027 Annual General Meeting of Members; |
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| • | Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm and auditor until the conclusion of the 2027 Annual General Meeting of Members and delegation of authority to the Board of Directors of the Company, acting through the Audit Committee, to set the terms and remuneration thereof; |
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| • | Non-binding advisory vote to approve the compensation of our named executive officers; and |
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| • | To transact any other business that may properly come before the Annual General Meeting. |
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A separate Proxy Statement will be delivered, and a separate Special General Meeting of Members will be held, in connection with the Pending Merger with AkzoNobel. This Annual General Meeting does not relate to the Special General Meeting that will be held in connection with the Pending Merger with AkzoNobel.
Date of Mailing:
A Notice of Internet Availability of Proxy Materials or this Proxy Statement is first being mailed to shareholders on or about April 21, 2026.
BY ORDER OF THE BOARD OF DIRECTORS,
Sincerely,
Alex Tablin-Wolf
Senior Vice President, General Counsel &
Corporate Secretary
April 21, 2026
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