Item 5. Other Information
Item 5. Other Information
Company Severance Plan
On July 26, 2023, our Board approved certain revisions to the Garrett Motion Inc. Severance Plan for Designated Officers, effective as of May 1, 2023, pursuant to which certain officers and other senior leadership employees of the Company designated by the Talent Management and Compensation Committee of the Board are eligible for severance payments and benefits upon a qualifying termination of employment (as amended, the “2023 Severance Plan”).
Pursuant to the 2023 Severance Plan, upon an involuntary termination of employment by the Company, designated officers are entitled to receive cash severance equal to 18 months’ base salary (24 months for the Company’s Chief Executive Officer), plus a pro-rated bonus payment (based on actual performance, or target performance if required by applicable local law) for the year in which the executive experiences a qualifying termination not occurring in connection with a “change in control” (as defined in the 2023 Severance Plan).
Additionally, upon termination without “cause” or resignation for “good reason” (each as defined in the 2023 Severance Plan) within the two-year period following a “change in control”, a designated officer would be entitled to receive cash severance equal to 18 months’ base salary (24 months for the Company’s Chief Executive Officer), plus one-and-one-half times such officer’s target bonus (two times for the Company’s Chief Executive Officer) plus a pro-rated bonus payment (based on actual performance, or target performance if required by applicable local law) for the year in which the executive is terminated.
The 2023 Severance Plan also revises certain definitions and reflects certain non-material technical, conforming and other amendments.
The foregoing summary of the terms of the 2023 Severance Plan is qualified by reference to the 2023 Severance Plan, which is attached as an exhibit to this Quarterly Report on Form 10-Q.
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Certificates of Retirement
On July 26, 2023, the Company filed certificates with the Secretary of State of the State of Delaware effecting the retirement and elimination of the Company’s Series A Preferred Stock (the “Series A Certificate of Retirement”) and the Company’s Series B Preferred Stock (the “Series B Certificate of Retirement”), to eliminate from the Company’s Amended and Restated Certificate of Incorporation all references to the Series A Preferred Stock and Series B Preferred Stock, respectively, including without limitation the Certificates of Designations governing the Series A Preferred Stock and the Series B Preferred Stock, respectively. As previously disclosed, all outstanding shares of Series A Preferred Stock were converted into shares of Common Stock in connection with the Transaction, and the Company had previously completed the early redemption of all shares of Series B Preferred Stock. Accordingly, no shares of Series A Preferred Stock or Series B Preferred Stock are currently outstanding. Pursuant to Section 243 of the General Corporation Law of the State of Delaware, once the Series A Certificate of Retirement and Series B Certificate of Retirement became effective, each had the effect of amending the Company’s Amended and Restated Certificate of Incorporation to eliminate all references to the Series A Preferred Stock and the Series B Preferred Stock, respectively.
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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 04/30/2021
3.2 Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc.
10-Q 001-38636 3.1 04/28/2022
3.3 Amended and Restated Certificate of Designations of Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc. (redline version )
DEF14C 001-38636 Appendix B-2 05/15/2023
3.4 Certificate of Elimination with respect to Series A Preferred Stock
*
3.5 Certificate of Elimination with respect to Series B Preferred Stock
*
3.6 Third Amended and Restated Bylaws of Garrett Motion Inc., dated October 27, 2021
10-Q 001-38636 3.5 10/28/2021
10.1 Transaction Agreement, dated April 12, 2023, by and among Garrett Motion Inc. and Centerbridge Credit Partners Master, L.P. and Centerbridge Special Credit Partners III-Flex, L.P.
8-K 001-38636 10.1 04/14/2023
10.2 Transaction Agreement, dated April 12, 2023, by and among Garrett Motion Inc. and Oaktree Value Opportunities Fund Holdings, L.P., OCM Opps GTM Holdings, LLC, Oaktree Phoenix Investment Fund LP and Oaktree Opportunities Fund Xb Holdings (Delaware) L.P.
8-K 001-38636 10.2 04/14/2023
10.3 Amendment No. 3, dated April 27, 2023, to the Credit Agreement, dated April 30, 2021, among Garrett Motion Inc., Garrett LX I S.à r.l., Garrett Motion Holdings, Inc., Garrett Motion Sàrl, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent
8-K 001-38363 10.1 05/01/2023
10.4† 2023 Garrett Motion Inc. Severance Plan for Designated Officers2023 Garrett Motion Inc. Severance Plan for Designated Officers
*
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.
*
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.
**
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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.
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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: July 27, 2023
By: /s/ Olivier Rabiller
Olivier Rabiller
President and Chief Executive Officer
Date: July 27, 2023
By: /s/ Sean Deason
Sean Deason
Senior Vice President and Chief Financial Officer
44