AkzoNobel and Axalta revise governance arrangements ahead of proposed merger

Akzo Nobel N.V. and Axalta Coating Systems have announced enhancements to the governance framework for their proposed all-share merger of equals, following extensive discussions with shareholders and other stakeholders. Under the revised arrangements, all directors of the combined company will be subject to annual re-election after an initial three-year period, instead of the previously proposed five years.

The companies have also lowered the approval threshold required during the first three years after closing from 75% to two-thirds of the non-executive directors for key governance decisions. These include proposals to appoint or dismiss directors, the appointment or removal of the CEO, Deputy CEO and CFO, the designation of the Chair and Vice Chair roles, and amendments to the company's remuneration policy.

The refinements are intended to strengthen the governance structure of the combined company while addressing stakeholder feedback ahead of the shareholder meetings for the proposed merger.

Rakesh Sachdev, Chair of the Axalta Board of Directors, stated, “We are pleased to announce these governance enhancements following constructive engagement with our shareholders. 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.”

Ben Noteboom, Chairman of the Supervisory Board of AkzoNobel, said: "We have listened thoughtfully to our shareholders and believe these changes reflect the spirit of partnership and accountability that will define the combined company from day one. We are grateful for the constructive engagement that has shaped these improvements, which further align the governance of the combined company with the interests of all shareholders and other stakeholders."

The governance enhancements do not require any amendments to the proposed Articles of Association of the combined company. Consequently, the AkzoNobel Extraordinary General Meeting (EGM) and the Axalta Special General Meeting (SGM), scheduled for August 5, 2026, will proceed as planned, with no changes to the existing agenda items.

Source: AkzoNobel