Axalta Coating Systems Ltd. (AXTA) Earnings Call Transcript & Summary

Welcome to Axalta Coating Systems Ltd.'s 2021 Annual General Meeting of Members. I am Mark Garrett, Axalta's Board Chair. It is my pleasure to welcome you here today for this meeting, which will be co-hosted by Robert Bryant, Axalta's CEO, and myself. We are also joined today by the other members of Axalta's Board of Directors and members of the executive management team. Brian Berube, Axalta's Senior Vice President, General Counsel and Corporate Secretary, will serve as Secretary for today's meeting. And Chris Mecray, Axalta's Head of Investor Relations, will also be available to help address any questions from our members. Broadridge Financial Solutions, represented by Linda Piscadlo, has been duly appointed as the inspector of election. I want to thank you for joining us today. We're hosting our meeting virtually again as a result of the public health concerns relating to COVID-19 in an effort to protect the health and well-being of Axalta's shareholders, employees, directors, partners and communities. I will now turn the meeting over to Brian Berube, our General Counsel and Corporate Secretary.

Thank you, Mark. I can report that Broadridge has delivered an affidavit of mailing with respect to this meeting. Furthermore, the 2020 annual report to members containing Axalta's 2020 audited financial statements and the independent auditor's report is available in the meeting web portal and on the Investor Relations section of our website. The notice of annual general meeting sets forth the 4 proposals to be voted upon today and the Board's recommendation with respect to those proposals. Axalta has retained American Stock Transfer & Trust Company, LLC as registrar and transfer agent and Broadridge Financial Solutions to tabulate the votes and act as inspector of election for today's meeting. Please note that copies of the 2020 annual report, including the financial statements and the 2021 proxy statement, were mailed on or about March 29, 2021 to all members as of the record date and will be incorporated into the minutes of this meeting. March 19, 2021 was the record date for determining the members entitled to vote at today's meeting, and Axalta's transfer agent has provided a certified list of members as of the record date. Based upon data provided by the inspector of election, I confirm a quorum is present and turn the meeting over to Robert Bryant, Axalta's CEO.

Thank you, Mark and Brian. I declare the meeting duly and lawfully convened, and the meeting is now open and ready for business. There are 4 items of business to be presented and voted upon by members of today's meeting. No other matters will be acted upon by the members today because none were submitted by the deadline specified in Axalta's bylaws. This year's proxy statement contains information about the deadlines for director nominations and proposals for next year's meetings. Members have the opportunity to ask questions in advance of the meetings, and members also have the opportunity to ask questions during the meeting through the virtual meeting platform. Following the 4 items of business and voting, we will answer as many questions as are properly brought before the meeting as time permits. And we reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business or are inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the meeting but cannot be answered due to time constraints will be answered and posted on the Investor Relations section of our website as soon as reasonably practicable after the meeting. The meeting will conclude following any Q&A. The first item of business today is the election of 9 directors for a term ending at the 2022 annual general meeting of members. The directors proposed for election are Steve Chapman, William Cook, Mark Garrett, Debbie Kissire, Elizabeth Lempres, Robert McLaughlin, Rakesh Sachdev, Samuel Smolik and me. The proxy statement contains information about the director's respective backgrounds. The second item of business is the appointment of PricewaterhouseCoopers as Axalta's independent registered public accounting firm and auditor until the conclusion of the 2022 annual general meeting of members and delegation of authority to the Board of Directors of the company, acting through the Audit Committee, to fix the terms and remuneration thereof. The appointment of PricewaterhouseCoopers is discussed in the proxy statement. With us today by phone representing PwC is Al Piscopo, a partner in PwC's Philadelphia office. The third item of business is to vote on the frequency of future advisory votes on compensation paid to the company's named executive officers. This proposal is a nonbinding advisory vote. The Board of Directors asks that you vote for the frequency of future advisory votes on the executive compensation paid to the company's named executive officers to be held every year. The fourth item of business is to approve the compensation of the company's named executive officers. This proposal is a nonbinding advisory vote. The company's executive compensation is discussed in the proxy statement. Axalta's executive compensation program emphasize performance-based compensation to promote achievement of specific strategic goals. This is designed to align executive compensation with and to drive member value. The Board of Directors asks that you approve this advisory vote on executive compensation. The nomination and proposals I have just described are properly before the meeting for a vote of the members at the instruction of the Board of Directors. The polls are now open. Any member who has not voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the directions provided. Members who have sent in proxies or voted via phone or Internet and do not want to change their votes do not need to take any further action. We will now pause for approximately 30 seconds to allow members to vote or change their vote. [Voting]

Now that everyone has had the opportunity to vote, I now declare that the polls are closed. The next item is the preliminary report of the inspector of election. The inspector of election has determined preliminarily that: all of the director nominees were elected, having received the required plurality of the votes cast; PricewaterhouseCoopers' appointment as Axalta's independent registered public accounting firm and auditor until the conclusion of the 2022 annual general meeting of members and delegation of authority to the Board of Directors of the company, acting through the Audit committee, to fix the terms and remuneration thereof was approved, having received the required majority of votes cast; members voted for the frequency of future advisory votes on executive compensation to be held every year, having received the most votes cast; the resolution concerning the advisory vote on executive compensation was approved, having received the required majority of the votes cast. The results are subject to final verification and audit. The actual results will be reported in an 8-K to be filed with the SEC within 4 business days after the end of this meeting and posted to Axalta's website. The business portion of our meeting is now concluded. Because we did not receive any questions in advance of or during the meeting, the meeting is now concluded. Thank you to our Board, management team and members for attending Axalta's 2021 Annual General Meeting, which is now adjourned. We invite you to learn more about Axalta's business by reviewing the replay of our recent Capital Markets Day event that is available on the Investor Relations section of our website. Thank you again for attending.

Thank you. The Axalta Coating Systems Ltd. 2021 Annual General Meeting of Members has now come to an end. Thank you for attending, and you may now disconnect.