UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 18, 2018
ADIENT PLC
(Exact name of registrant as specified in its charter)
Ireland
001-37757
98-1328821
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

25-28 North Wall Quay, IFSC
Dublin 1, Ireland
(Address of principal executive offices)

Registrant’s telephone number, including area code: 414-220-8900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions ( see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  o
 
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o








Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on June 11, 2018, the Adient plc (“ Adient ”) Board of Directors (“the Board ”) appointed Frederick A. (“Fritz”) Henderson to serve as interim Chief Executive Officer. On June 18, 2018, the Board approved compensation to be paid to Mr. Henderson for his service as interim Chief Executive Officer, which compensation is documented in the form of the Adient plc Interim Chief Executive Officer Compensation Term Sheet (the “ Term Sheet ”).

During Mr. Henderson’s service as interim Chief Executive Officer, and as outlined in the Term Sheet, he will receive (i) a monthly base salary of $80,000 and (ii) fully vested Adient ordinary shares in the amount of $150,000 per month. While he is serving as interim Chief Executive Officer, Mr. Henderson is eligible to participate in Adient’s health and welfare plans, 401(k) Plan and Retirement Restoration Plan. He will not be eligible to participate in Adient’s Annual Incentive Performance Program, Long-Term Incentive Plan, perquisite allowance or car lease programs, but will receive payments to cover temporary housing.

The foregoing summary is qualified in its entirety by reference to the Term Sheet, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d)     Exhibits.

EXHIBIT INDEX
Exhibit No.
Exhibit Description
10.1

    




SIGNATURE     
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.
 
ADIENT PLC
 
 
 
Date: June 20, 2018
By:
/s/ Cathleen A. Ebacher
 
Name:
Cathleen A. Ebacher
 
Title:
Vice President, General Counsel and Secretary





Exhibit 10.1


Adient plc
Interim Chief Executive Officer Compensation Term Sheet
June 18, 2018


Executive Officer Position:
•
Frederick “Fritz” A. Henderson (the “ Executive ”): Interim Chief Executive Officer (“ Interim CEO ”) of Adient plc (“ Adient ”)

Term of Employment:
•
Employment of Executive is not subject to any employment contract with Adient or any Adient-affiliated entity
•
Employment is at will, terminable by either the Executive or Adient at any time
•
Employment start date for Executive of June 11, 2018

Cash Compensation to Executive:
•
Executive will receive gross base salary of $80,000 per month (paid semi-monthly on regular payroll dates); continuing until the Executive is no longer serving as Interim CEO
•
Payment is made in arrears, so any amount due upon termination covering less than a full pay period will be pro-rated

Equity Awards to Executive:
•
Adient will grant to Executive fully vested Adient ordinary shares in the amount of $150,000 per month, granted under the Adient 2016 Omnibus Incentive Plan; such grants will continue until the end of the month in which the Executive is no longer serving as Interim CEO
◦
Each month, the date of grant will be the last payroll date and will be deemed to be made as payment in arrears
▪
The stock price used for calculation of the grant will be the New York Stock Exchange closing price of Adient shares on the trading day that immediately precedes the grant date
▪
If termination of employment occurs prior to the last payroll date of the month, then the $150,000 amount will be pro-rated based on the number of days worked in that month
▪
The shares granted will be rounded down to the nearest whole share
◦
Shares will be delivered net of taxes, with shares withheld by Adient to cover withholding tax obligations
▪
The stock price used for calculation of the shares withheld to cover withholding tax obligations will be the same stock price used for calculation of the grant
▪
The shares withheld will be rounded up to the nearest whole share

Benefits:
•
Executive will receive:
◦
Standard Adient employee benefits including participation in Adient’s health and welfare plans, the Adient 401(k) plan, the Adient retirement restoration plan (but excluding the retirement income contribution (RIC) thereunder)
◦
Payments to cover temporary housing (estimated to be $4,500 per month)
•
Executive will be entitled to the Adient 401(k) plan match and retirement restoration plan match
•
Executive will not participate in the Adient Annual Incentive Performance Program (AIPP) or Long-Term Incentive Plan (LTI)
•
Executive will not receive a perquisite cash allowance or participate in the car lease program

Termination:
•
Executive may be terminated at any time by Adient with or without cause, and Executive may terminate his employment with Adient at any time
•
Upon termination of Executive’s employment for any reason:
◦
Executive will not receive any severance
◦
All amounts to be paid to Executive by Adient will cease, except for the pro-rated amounts described above
◦
All benefits will cease in accordance with the terms of such plans