UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On August 5, 2026, Axalta Coating Systems Ltd. (“Axalta”) held a special general meeting (the “Special Meeting”) of Axalta shareholders, referred to as “members” under Bermuda law (“Axalta shareholders”). Axalta filed its definitive proxy statement (the “Proxy Statement”) for the proposals voted upon at the Special Meeting with the Securities and Exchange Commission (the “SEC”) on June 24, 2026.
As of the close of business on June 11, 2026, the record date for the Special Meeting, there were 214,018,930 issued common shares of Axalta, par value of $1.00 per share (“Axalta Common Shares”), entitled to vote at the Special Meeting. A quorum of 179,049,089 Axalta Common Shares was represented in person or by proxy at the Special Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:
| 1. | Proposal to approve and adopt, with immediate effect, the amendment and restatement of the Second Amended and Restated Bye-Laws of Axalta to provide for approval at a general meeting of any resolution for the merger or amalgamation of Axalta with any other company by the affirmative vote of a majority of the votes cast by Axalta members that are present (in person or by proxy) and voting at such general meeting and the quorum for such general meeting shall be as set forth in bye-law 26 of Axalta’s Second Amended and Restated Bye-Laws (such proposal, the “Bye-Laws Proposal”). |
Set forth below are the voting results for the Bye-Laws Proposal, which was approved by Axalta shareholders, receiving the affirmative vote of approximately 83.58% of the shares of Axalta Common Shares entitled to vote at the Special Meeting and approximately 99.96% of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) by Axalta shareholders entitled to vote at the Special Meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 178,877,771 | 63,465 | 107,853 | — |
| 2. | Proposal to approve and adopt the Merger Agreement, dated as of November 18, 2025, as amended by Amendment No. 1 to Merger Agreement, dated as of May 27, 2026, Amendment No. 2 to Merger Agreement, dated as of July 23, 2026, and as it may be further amended from time to time (the “Merger Agreement”), by and between Axalta and Akzo Nobel N.V. (“AkzoNobel”), the form of Statutory Merger Agreement to be entered into by and among (x) Axalta, AkzoNobel and Eagles Holding Ltd., a wholly-owned subsidiary of AkzoNobel (“Merger Sub 2”) and (y) Axalta, AkzoNobel and Eagles MergeCo Ltd., a wholly-owned subsidiary of Merger Sub 2, respectively, and the consummation of the transactions contemplated therein, including the combination of the respective businesses of Axalta and AkzoNobel in accordance with the Merger Agreement (such proposal, the “Merger Proposal”). |
Set forth below are the voting results for the Merger Proposal, which was approved by Axalta shareholders, receiving the affirmative vote of approximately 83.45% of the shares of Axalta Common Shares entitled to vote at the Special Meeting and approximately 99.97% of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) by Axalta shareholders entitled to vote at the Special Meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 178,601,654 | 55,032 | 392,403 | — |
| 3. | Proposal to approve, by a nonbinding advisory vote, certain compensation that may be paid or become payable to named executive officers of Axalta in connection with the transactions contemplated by the Merger Agreement (such proposal, the “Advisory Compensation Proposal”). |
Set forth below are the voting results for the Advisory Compensation Proposal, which was approved by Axalta shareholders, receiving the affirmative vote of approximately 81.22% of the shares of Axalta Common Shares entitled to vote at the Special Meeting and approximately 97.16% of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) by Axalta shareholders entitled to vote at the Special Meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 173,821,968 | 5,088,318 | 138,803 | — |
| 4. | In connection with the Special Meeting, Axalta also solicited proxies with respect to a proposal to approve the adjournment of the Special Meeting by the Board of Directors of Axalta, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, (such proposal, the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to Axalta shareholders for approval at the Special Meeting. |
| Item 8.01. | Other Events. |
On August 5, 2026, Axalta issued a press release to announce the results of the shareholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release of Axalta Coating Systems Ltd., dated August 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| AXALTA COATING SYSTEMS LTD. | ||||||
| Date: August 5, 2026 | By: | /s/ Alex Tablin-Wolf | ||||
| Name: | Alex Tablin-Wolf | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||