UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 24, 2021, the Board of Directors (“Board”) of Adient plc (“Adient”) approved, pursuant to Adient’s 2021 Omnibus Incentive Plan, a form of Restricted Shares or Restricted Share Unit Award Agreement (the “RSU Agreement”). The RSU Agreement will be used to grant restricted stock unit awards to certain Adient employees, including certain of Adient’s executive officers, with a grant date fair value in an amount equal to 30% of the recipient’s salary as in effect at the time of grant. The restricted stock unit awards are being granted in replacement of 30% of one year’s salary and other compensatory benefits that recipients of the restricted stock units are forfeiting as a result of mandatory salary reductions, in order to further Adient’s commitment to aligning pay with performance and the interests of Adient’s employees and officers with those of its shareholders. The restricted stock unit awards granted under the RSU Agreement are expected to have a grant date of July 1, 2021 and will vest upon the one-year anniversary of the grant date (subject to continued vesting upon retirement or an involuntary termination without cause, or accelerated vesting upon death or disability). The foregoing description of the RSU Agreement is not complete and is qualified in its entirety by the RSU Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Although the current salary reduction program is intended to include only certain Adient employees, including certain of Adient’s executive officers, and to be in place for one year only, the Board, or the Human Capital and Compensation Committee of the Board, may decide to implement similar programs in the future for Adient’s employees, including the named executive officers, as it continues to evaluate appropriate positioning to market and seeks to ensure that Adient is able to engage, motivate and retain key talent, while balancing shareholder interests.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT INDEX | ||
| Exhibit |
Exhibit Description | |
| 10.1 | Restricted Shares or Restricted Share Unit Award Agreement for certain salary reduction replacement grants made under the Adient plc 2021 Omnibus Incentive Plan. | |
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADIENT PLC | ||||||
| Date: June 30, 2021 | By: | /s/ Heather M. Tiltmann | ||||
| Name: | Heather M. Tiltmann | |||||
| Title: | Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary | |||||