Garrett Motion Inc. 10-Q

Item 5. Other Information. On Octob er 27, 2021, the Board adopted a resolution amending the Second Amended and Restated By-Laws of the Company effective as of April 30, 2021 (the “By-Laws”) to amend the provisions relating to proxy access for director candidates submitted for nomination by stockholders of the Company (the “By-Law Amendment”). The By-Laws provide that to be timely delivered, any Stockholder Notice (as defined in the By-Laws) relating to a director candidate nominated by a stockholder for election at an annual meeting of the Company is required to be delivered to the Company not less than 120 days nor more than 150 days of the first anniversary of the date the definitive proxy statement was first released to stockholders in connection with the previous year’s annual meeting of stockholders. For the purposes of calculating the Stockholder Notice deadline for the 2022 annual meeting of stockholders, Section 3.15(g)(i) of the By-Laws deemed the immediately preceding annual meeting of stockholders to have occurred on May 28, 2021, but did not provide a deemed date of the first release of the definitive proxy statement in respect of such meeting. The By-Law Amendment deems such date to be April 18, 2021, the date which is 40 calendar days prior to the deemed meeting date, being the minimum number of days in advance of a meeting of stockholders that a definitive proxy may be first mailed to stockholders under the applicable rules of the Securities and Exchange Commission. The By-Law Amendment is effective as of October 27, 2021. As a result of the By-Law Amendment, any Stockholder Notice submitted in respect of the Company’s 2022 annual meeting of stockholders shall be timely delivered to the Company for purposes of Section 3.15(g) of the By-Laws if delivered to the Company no earlier than November 19, 2021 and no later than December 19, 2021, and otherwise in accordance with the procedures set forth in the By-Laws. The amended and restated bylaws following the effectiveness of the By-Law Amendment (the “Third Amended and Restated Bylaws”) are attached as Exhibit 3.5. 76 Item 6. Exhibits. Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 3.1 Second Amended and Restated Certificate of Incorporation of Garrett Motion Inc., dated April 30, 2021 8-K 001-38636 3.1 4/30/2021 3.2 Certificate of Designations of the Company’s Series A Preferred Stock 8-K 001-38636 3.2 4/30/2021 3.3 Certificate of Amendment of Certificate of Designations of Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc., filed with the Delaware Secretary of State on July 21, 2021 8-K 001-38636 3.1 7/21/2021 3.4 Amended and Restated Certificate of Designations of the Company’s Series B Preferred Stock 8-K 001-38636 3.1 10/01/2021 3.5 Third Amended and Restated Bylaws of Garrett Motion Inc. , as amended * 10.1^ Employment Contract , dated July 30, 2021, with Joanne Lau 8-K 001-38636 10.1 10/06/2021 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 77 Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * * Filed herewith. ** Furnished herewith. ^ Management contract or compensatory plan or arrangement. 78 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 thereunto duly authorized. Garrett Motion Inc. Date: October 28, 2021 By: /s/ Olivier Rabiller Olivier Rabiller President and Chief Executive Officer Date: October 28, 2021 By: /s/ Sean Deason Sean Deason Senior Vice President and Chief Financial Officer 79