Adient (ADNT) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for March 11, 2025, in Dublin, Ireland, with eight directors up for election and several key proposals on the agenda.

• Shareholders can vote on director elections, auditor ratification, executive compensation, incentive plan amendments, and board authorities under Irish law.

• Proxy materials are available online, and shareholders are encouraged to vote electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation, amending the 2021 Omnibus Incentive Plan, renewing board authority to issue shares, and opting out of statutory preemption rights.

• Most proposals require a simple majority, except the opt-out of preemption rights, which needs 75% approval.

• Shareholders may submit director nominations and proposals for the 2026 meeting within specified timeframes.

Board of directors and corporate governance

• The board will reduce to eight members, with 89% independence and 55% gender or ethnic diversity.

• Chair and CEO roles are separated, with an independent chair.

• Committees (Audit, Human Capital and Compensation, Corporate Governance) are fully independent.

• Annual board, committee, and director evaluations are conducted.

• Proxy access rights are granted to shareholders.