📜 What This Document Is 📝

This Proxy Statement (DEF 14A) is the official guide to Axalta Coating Systems Ltd.'s 2026 Annual General Meeting of Members. In simple terms, it tells shareholders what votes they will be asking them to cast on critical issues ranging from electing board members to approving executive pay. The document also contains highly important, forward-looking information about a proposed merger with AkzoNobel N.V.

👉 This is a governance document, meaning most of what you read concerns how the company is run, who is making the decisions, and the rules that apply, rather than day-to-day operations.

🏢 What Axalta Coating Systems Does 🎨

Axalta Coating Systems is a global provider in the coatings industry. The company's core business involves delivering advanced coatings—paints and surface treatments—used across various markets.

👉 The company aims to strengthen its foundation and maintain operational discipline, demonstrated by achieving "record Adjusted EBITDA and Adjusted Diluted EPS" in 2025, even amid "significant softness across [their] end-markets."

🤝 The Proposed AkzoNobel Merger 🔗

The most significant announcement in the proxy statement is the plan for Axalta to combine with AkzoNobel N.V. This is an "all-stock merger of equals" that was announced on November 18, 2025. The merger aims to join two major leaders in the coatings industry with complementary product portfolios.

• Key Action: Shareholders will vote on this Pending Merger at a separate Special General Meeting of Members, which is distinct from the Annual General Meeting.
• Opportunity: Management stated this combination represents a unique opportunity to "better serve customers across key end markets and enhance value for shareholders, employees and other stakeholders."

🗓️ 2026 Annual Meeting Logistics 📍

The proxy statement provides all the logistical details for the Annual General Meeting. It is crucial to know these dates if you plan to attend or cast a proxy vote.

• Meeting Details:
  • Date: Wednesday, June 3, 2026
  • Time: 10:00 a.m., eastern time
  • Location: Axalta Corporate Headquarters & Global Innovation Center, 1050 Constitution Avenue, Philadelphia, PA 19112, U.S.A.
• Voting Deadline: The Record Date (the date used to determine who is eligible to vote) is April 9, 2026.

🗳️ Electing the Board of Directors 👑

The first major vote is the election of nine directors. The Board of Directors recommends a vote "FOR" all nine nominees to serve until the 2027 Annual General Meeting.

👉 Why it matters: The board sets the company's strategic direction and oversees management's performance. The board's nominees bring diverse and extensive backgrounds from chemical, industrial, and life sciences sectors.

• Board Leadership: Chris Villavarayan is serving as the CEO and President, while Rakesh Sachdev is the non-Executive Board Chair. The Board structure is designed to allow the CEO to focus on business growth while the Chair provides leadership and governance oversight.
• Independent Experience: Many directors bring deep, independent expertise, such as William M. Cook, who previously served as CEO and CFO of Donaldson Company, Inc., and Samuel L. Smolik, who has extensive experience in global operations and environmental health and safety.

💸 Approving Executive Compensation 💲

This section asks for a non-binding advisory vote to approve the compensation of the named executive officers (NEOs). The company structures pay to heavily reward performance and alignment with shareholder interests.

👉 Key Takeaway: Performance-Based Pay. A significant portion of executive pay is linked to results. For instance, 88% of the CEO's target pay, and an average of 73% of other NEOs' target pay, was considered "at risk" in 2025.

• Incentives: Much of the compensation is performance-based, including Performance Share Units (PSUs) that vest based on achieving targets for Adjusted Diluted EPS and total shareholder return.
• Safety Net: The Company maintains strict "clawback" policies. If financial statements need to be restated, or if certain misconduct occurs, compensation can be recouped from executives.
• Insider Rules: Axalta's insider trading policy prohibits officers and directors from activities like pledging company stock as collateral or short sales.

👩‍⚖️ Board Governance and Committees ⚙️

The Board maintains strong governance by having specialized committees responsible for specific areas of oversight. These committees act as filters, ensuring management is properly reviewed on major issues.

👉 The structure ensures that risk and compliance are covered by multiple, specialized bodies.

• Audit Committee (Chair: Jan Bertsch): Focuses on financial integrity. They oversee financial risks, cybersecurity risks, and the independence of the external auditor, PricewaterhouseCoopers LLP.
• Compensation Committee (Chair: William Cook): Reviews and approves all forms of compensation and oversight of the human capital management.
• Nominating & Corporate Governance Committee (Chair: Deborah Kissire): This committee is responsible for identifying and recommending director candidates and reviewing the company's governing rules.
• EHS&S Committee (Chair: Samuel Smolik): Oversees policies and performance related to environmental, health, safety, and sustainability, including supply chain matters.

📋 Internal Controls and Auditing 🧐

The shareholders must vote to approve the appointment of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm and auditor until the conclusion of the 2027 Annual General Meeting.

👉 Why it matters: This vote confirms the firm responsible for reviewing and verifying the company's financial statements, providing an essential layer of external credibility and assurance to investors.

🧑‍🤝‍🧑 Culture and Succession Planning 🌳

Governance extends beyond just financial reports; it includes protecting the company’s people and its operational flow. Axalta emphasized maintaining a strong "ONE Axalta culture."

• Succession Planning: The company actively develops internal talent for key leadership roles, highlighting that in January 2025, two individuals were appointed to Executive Committee roles, and Timothy Bowes was promoted to President, Global Industrial Coatings.
• Compliance: The company enforces a global Code of Business Conduct and Ethics, which requires all global team members to undergo annual training and certification.
• Shareholder Engagement: Axalta conducts regular outreach with shareholders (over 70% of the base between March 2025 and March 2026) to discuss strategy, financial performance, and the Pending Merger, providing feedback that informs the Board's oversight.

⚖️ The Board's Oversight Mandates 🌐

The Board has comprehensive oversight responsibilities across business, risk, and environment. They are not just passive observers; they actively guide strategy and manage potential pitfalls.

• Strategy & Operations: The Board conducts an annual, in-depth review of the company’s strategy, covering both the entire enterprise and each end-market.
• Risk Management (ERM): The Board oversees Enterprise Risk Management (ERM), focusing on key risks like operations, supply chain, cybersecurity, and macroeconomic concerns.
• Cybersecurity: The Audit Committee is specifically tasked with overseeing cybersecurity risks, including reviewing updates on the overall threat environment and technological trends.
• Sustainability: The Board ensures sustainability matters are overseen by standing committees, recognizing the impact on long-term value creation.

📞 Where to Find More Information ℹ️

For shareholders needing more detail, the proxy statement directs them to several key resources and contacts.

• General Proxy Materials: The Notice of Internet Availability of Proxy Materials indicates that the full materials are available at www.proxydocs.com/AXTA.
• Company Web/IR: For detailed corporate governance documents, the information can be found at https://ir.axalta.com/corporate-governance/governance-documents.
• Contact Information: Written requests for materials should go to Axalta Coating Systems Ltd., 1050 Constitution Avenue, Philadelphia, PA 19112, or by phone at (855) 547-1461.

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🧠 The Analogy 🗽

Think of the annual meeting and this proxy statement like going to a major club's shareholder party. The Proxy Statement is the detailed rulebook and agenda for the night. The Board Members are the elected committee leaders who make sure the party stays safe and the money is spent correctly (Governance & Committees). The CEO and Executive Compensation section is deciding how much the people running the show get paid, making sure it feels fair and tied to the club's success. And the Merger with AkzoNobel is the biggest rumor—the possibility of the club merging with a neighboring, equally big club to create a massive new venue, which is why everyone is so excited and focused on the next vote!

🧩 Final Takeaway ✨

Axalta is in a massive transitional phase, preparing for a potential merger with AkzoNobel. The company is relying on robust corporate governance and the expertise of its seasoned Board of Directors to ensure a smooth, stable, and compliant transition while maximizing value for its shareholders.