Axalta Coating Systems (AXTA) Proxy Filing summary

Executive summary

• Achieved record net sales of $5.3 billion (up 2%) and net income of $391 million (up 45%) in 2024, with Adjusted EBITDA rising 17% to $1.116 billion, reflecting strong execution of the 2026 A Plan and five growth tenets.

• Launched the 2024 Transformation Initiative, yielding $20 million in savings and further simplifying the organizational structure.

• Completed the $290 million acquisition of The CoverFlexx Group and announced a $700 million share repurchase program, with $100 million repurchased in 2024.

• Reduced net leverage ratio to a record 2.5x and repriced term loan, lowering interest rate spread by 75 basis points.

• Focused on sustainable innovation, operational excellence, and effective capital allocation, with notable product launches and process improvements.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, appointment of PricewaterhouseCoopers LLP as auditor, and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 23, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; significant refreshment with four new members in the last three years.

• Board committees include Audit, Compensation, Nominating & Corporate Governance, and Environment, Health, Safety & Sustainability (EHS&S).

• Annual board and committee evaluations are conducted, with changes implemented based on feedback.

• Stock ownership guidelines in place for directors and executive officers; all are compliant or within the grace period.

• Board leadership structure separates CEO and non-executive Chair roles.