Need to Know

• AkzoNobel shareholders approved the proposed all-share merger with Axalta Coating Systems with 98.87% support at the company’s Aug. 5 extraordinary general meeting.
• A separate resolution discharging AkzoNobel’s Supervisory Board received 64.17% support and 35.83% opposition. A Supervisory Board discharge resolution at the April annual meeting received 98.72% support.
• The discharge resolution was separate from votes on director appointments or removals. The published results do not identify why individual shareholders opposed it.
• Axalta shareholders approved the merger with 178,601,654 votes in favor, 55,032 against and 392,403 abstentions, representing 99.97% of votes cast for or against.

A separate resolution to discharge the members of AkzoNobel’s Supervisory Board received 64.17% support. The vote included 87,217,082 shares in favor and 48,691,508 against, producing an opposition rate of 35.83%. Another 2,761,935 shares were recorded as abstentions.

The discharge resolution was distinct from director appointment and removal votes. Its approval did not remove or reject any director, and the published results do not establish why individual shareholders voted against it.

For comparison, a resolution discharging the Supervisory Board received 98.72% support at AkzoNobel’s April 23 annual general meeting. Support for the discharge resolution was 34.55 percentage points lower at the August meeting.

Other board-related proposals at the extraordinary meeting received higher levels of support. The discharge of AkzoNobel’s Board of Management received 99.25% support.

Shareholders also approved all proposed appointments to the future combined company’s board. Grégoire Poux-Guillaume received 99.55% support and Chris Villavarayan received 97.48%. Rakesh Sachdev and Ben Noteboom received 91.48% and 90.10%, respectively.

Before the meeting, Dutch investor-governance organization Eumedion designated the proposed amendment to AkzoNobel’s articles of association as controversial. The organization said aspects of the proposed governance structure would restrict existing shareholder rights, including rights related to director nominations and placing items on meeting agendas.

Eumedion states that its alerts are intended to draw attention to voting items and are not voting recommendations. AkzoNobel shareholders ultimately approved the amendment to the articles of association with 98.72% support.

AkzoNobel and Axalta had already revised parts of the proposed governance structure following discussions with shareholders and other stakeholders.

Under the revisions announced July 23, all directors of the combined company would face annual re-election following an initial three-year period after completion. The previous arrangement called for annual elections following a five-year period.

The companies also reduced the approval threshold for several board decisions during the initial three-year period. The revised structure requires approval from two-thirds of the nonexecutive directors instead of the previously proposed 75%.

The threshold applies to proposals involving director appointments or dismissals, the appointment or removal of the CEO, deputy CEO and CFO, designation of the chair and vice chair and amendments to the remuneration policy.

Axalta shareholders separately approved the merger at their Aug. 5 special meeting. According to Axalta’s Form 8-K reporting the certified results, the merger proposal received 178,601,654 votes in favor, 55,032 against and 392,403 abstentions.

Votes in favor represented 83.45% of all Axalta shares entitled to vote and 99.97% of votes cast for or against the proposal.

Axalta’s nonbinding advisory vote on merger-related executive compensation received 173,821,968 votes in favor, 5,088,318 against and 138,803 abstentions. The proposal received 97.16% of votes cast for or against.

The shareholder votes satisfied a major condition for the proposed $25 billion combination but did not complete the transaction. Axalta said required regulatory approvals and other customary closing conditions remain. The companies continue to expect completion between late 2026 and early 2027.

The U.K. Competition and Markets Authority continues to list its AkzoNobel-Axalta merger inquiry as open. PCI previously examined the U.S. Second Request and other public competition-review records in an analysis published after the shareholder votes.

Sources used

• AkzoNobel Aug. 5 EGM voting results
• AkzoNobel April 23 AGM voting results
• Axalta Form 8-K reporting certified voting results
• AkzoNobel and Axalta governance revisions
• Eumedion AkzoNobel EGM notice
• U.K. Competition and Markets Authority merger inquiry

For PCI’s industry news readers, the results document how shareholders voted on the transaction and separate governance resolutions involving two major coatings manufacturers. Shareholder approvals are complete, while required regulatory approvals and other closing conditions remain.