AkzoNobel, Axalta Revise Merger Governance Ahead of Vote
Akzo Nobel N.V. and Axalta Coating Systems Ltd. announced changes to the governance arrangements planned for the combined company following completion of their proposed all-share merger of equals.
Under the revised framework, all directors would stand for annual re-election following an initial three-year period after the merger is completed. The previous proposal would have delayed annual re-election until after five years.
During the initial three-year period, certain decisions would require approval from two-thirds of the non-executive directors, rather than the previously proposed 75%. The threshold would apply to:
- Proposals to the general meeting concerning the appointment or dismissal of directors
- Appointment or removal of the CEO, deputy CEO and CFO
- Designation of the chair and vice chair titles
- Amendments to the remuneration policy
The companies said the revisions resulted from discussions with shareholders and other stakeholders. AkzoNobel Supervisory Board Chairman Ben Noteboom said the changes reflect shareholder feedback, while Axalta Board Chair Rakesh Sachdev said they strengthen board oversight and the combined company’s governance framework.
The changes do not require amendments to the proposed articles of association. AkzoNobel’s extraordinary general meeting and Axalta’s special general meeting will proceed as planned Aug. 5, 2026, with the existing agenda items unchanged.
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