AkzoNobel and Axalta have modified the governance framework for their proposed combined entity in response to shareholder feedback, ahead of merger votes scheduled for Aug. 5. The updates follow consultations with shareholders and stakeholders conducted after the initial announcement of the proposed all-share merger of equals.
“We are pleased to announce these governance enhancements following constructive engagement with our shareholders,” said Rakesh Sachdev, chair of Axalta’s board of directors. “We believe these changes reinforce our commitment to strong corporate governance and effective Board oversight while further strengthening the governance framework of the combined company. We appreciate the feedback we’ve received throughout this process and remain confident that this combination will create a premier global coatings company that delivers significant long-term value for all shareholders.”
Under the revised framework, all directors will stand for annual re-election after an initial three-year post-merger period, reducing the timeline from the originally proposed five-year period.
Additionally, the companies lowered the approval threshold required from non-executive directors during the initial three-year post-merger phase. A two-thirds majority will now apply instead of the previously mandated 75 percent. This threshold covers decisions regarding the appointment and dismissal of directors; the appointment and removal of the CEO, deputy CEO, and CFO; the designation of chair and vice-chair titles; and amendments to the remuneration policy.
The companies confirmed that these governance modifications do not require adjustments to the proposed articles of association for the combined entity. Consequently, the AkzoNobel extraordinary general meeting and the Axalta special general meeting will take place as scheduled on Aug. 5, with the existing agenda items remaining unchanged.
