aptv-20200423

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):

April 23, 2020

________________________________________________________________________________________________________________________

Aptiv PLC

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________________________________


Jersey	001-35346	98-1029562
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Hanover Quay

Grand Canal Dock

Dublin, D02 VY79, Ireland

(Address of Principal Executive Offices, Including Zip Code)

(Registrant’s Telephone Number, Including Area Code) 353-1-259-7013

(Former Name or Former Address, if Changed Since Last Report) N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary Shares. $0.01 par value per share

APTV

New York Stock Exchange

1.500% Senior Notes due 2025

APTV

New York Stock Exchange

4.250% Senior Notes due 2026

APTV

New York Stock Exchange

1.600% Senior Notes due 2028

APTV

New York Stock Exchange

4.350% Senior Notes due 2029

APTV

New York Stock Exchange

4.400% Senior Notes due 2046

APTV

New York Stock Exchange

5.400% Senior Notes due 2049

APTV

New York Stock Exchange

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 ☐

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s Annual General Meeting of Shareholders was held on April 23, 2020. The matters that were voted on at the meeting, and the final voting results as to each such matter, are set forth below.

1. The Company’s shareholders elected for one-year terms the following directors:


Nominee	For	Against	Abstain	Broker Non-Votes
Kevin P. Clark	223,361,506	375,807	42,831	4,869,338
Nancy E. Cooper	220,837,305	2,883,478	59,361	4,869,338
Nicholas M. Donofrio	221,910,516	1,821,409	48,219	4,869,338
Rajiv L. Gupta	198,407,852	22,550,500	2,821,792	4,869,338
Joseph L. Hooley	223,347,769	368,583	63,792	4,869,338
Sean O. Mahoney	221,763,686	1,968,268	48,190	4,869,338
Paul M. Meister	186,701,378	37,008,530	70,236	4,869,338
Robert K. Ortberg	223,348,242	368,121	63,781	4,869,338
Colin J. Parris	223,343,254	373,881	63,009	4,869,338
Ana G. Pinczuk	223,667,845	52,421	59,878	4,869,338
Lawrence A. Zimmerman	223,070,250	662,159	47,735	4,869,338

2. The Company's shareholders voted upon and approved the re-appointment of Ernst & Young LLP (“EY”) as the auditors of the Company, ratified the appointment of EY to serve as the Company’s independent registered public accounting firm and authorized directors to determine the fees paid to EY.


For	Against	Abstain
225,022,161	3,584,463	42,858

There were no broker non-votes with respect to this proposal.

3. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.


For	Against	Abstain	Broker Non-Votes
214,867,785	8,855,507	56,852	4,869,338

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

April 24, 2020

APTIV PLC

By:

/s/ David M. Sherbin

David M. Sherbin

Senior Vice President, General Counsel, Chief Compliance Officer and Secretary