Axalta Coating Systems (AXTA) Proxy filing summary

Executive summary

• Achieved record Adjusted EBITDA of $1.128B and Adjusted Diluted EPS of $2.49 in 2025, with net sales of $5.1B and a net income margin of 7.4%.

• Reduced operating expenses by 6% year-over-year and improved safety performance, with a 40% reduction in safety incidents.

• Executed $165M in share repurchases and reduced gross debt by $230M, achieving a net leverage ratio of 2.3x.

• Announced a pending all-stock merger of equals with AkzoNobel, expected to close late 2026 to early 2027, subject to approvals.

• Continued execution of the 2026 A Plan, focusing on cultural transformation, operational excellence, portfolio growth, sustainable innovation, and capital allocation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) appointment of PricewaterhouseCoopers LLP as auditor, and (3) a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 22, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; CEO is the only non-independent member.

• Board Chair and CEO roles are separated; Board Chair leads independent director sessions and acts as liaison.

• Four principal standing committees: Audit, Compensation, Nominating & Corporate Governance, and Environment, Health, Safety & Sustainability.

• Annual board and committee evaluations, director education, and stock ownership guidelines in place.

• Succession planning and regular investor engagement are emphasized.