Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Adient plc 2021 Omnibus Incentive Plan

As described under Item 5.07 of this Current Report on Form 8-K, at the 2021 Annual General Meeting of Shareholders (the "2021 Annual General Meeting") of Adient plc ("Adient") held on March 9, 2021, the shareholders of Adient approved the Adient plc 2021 Omnibus Incentive Plan (the "2021 Plan").

The 2021 Plan authorizes the grant of cash-based and equity-based incentive awards to eligible participants, including officers, other employees, consultants, advisors and directors. The 2021 Plan provides that, subject to adjustment in case of certain events described in the 2021 Plan, 1,600,000 of Adient's ordinary shares are reserved for issuance, plus the number of shares reserved under the Adient plc 2016 Omnibus Incentive Plan (the "2016 Plan") and the Adient plc Amended and Restated Director Share Plan (together with the 2016 Plan, the "Existing Plans") that had not been made subject to outstanding awards as of March 9, 2021. As a result of the approval by shareholders of the 2021 Plan on March 9, 2021, the Existing Plans terminated on that date and no new awards will be granted under the Existing Plans after that date.

The 2021 Plan is administered by the Compensation Committee of Adient's Board of Directors or by the full Board of Directors. Unless earlier terminated by Adient's Board of Directors, the 2021 Plan will remain in effect until the tenth anniversary of its effective date.

The 2021 Plan is described in detail in Adient's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 26, 2021 (the "Proxy Statement"), and the full text of the 2021 Plan was attached to the Proxy Statement as Annex A. The description of the 2021 Plan set forth above is a summary only and is qualified in its entirety by reference to the full text of the 2021 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

2021 Plan Award Agreements

In connection with the adoption of the 2021 Plan, the Compensation Committee of Adient's Board of Directors approved a form of Restricted Shares or Restricted Share Unit Award Agreement and a form of Performance Unit Award Agreement. Copies of the Agreements are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Adient held its 2021 Annual General Meeting on March 9, 2021. The independent inspector of elections for the 2021 Annual General Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote of shareholders at the 2021 Annual General Meeting, certifying on March 9, 2021 the voting results set forth below.

Proposal One:

Adient's shareholders elected, by separate resolutions, the following eight directors for a period of one year, expiring at the end of Adient's Annual General Meeting of Shareholders in 2022, by the following votes:

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Nominee                          For            Against        Abstain       Broker Non-Vote
Julie L. Bushman              74,422,114       1,617,919       143,795          5,309,392
Peter H. Carlin               74,204,966       1,829,457       149,405          5,309,392
Raymond L. Conner             74,011,578       2,022,628       149,622          5,309,392
Douglas G. Del Grosso         75,837,503        202,138        144,187          5,309,392
Richard Goodman               75,807,309        227,173        149,346          5,309,392
José M. Gutiérrez             75,779,711        233,382        170,735          5,309,392
Frederick A. Henderson        71,301,073       4,420,580       462,175          5,309,392
Barb J. Samardzich            71,510,460       4,530,184       143,184          5,309,392



Proposal Two:

Adient's shareholders ratified, by non-binding advisory vote, the appointment of PricewaterhouseCoopers LLP as Adient's independent auditor for fiscal year 2021 and authorized, by binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors' remuneration by the following vote:



     For            Against        Abstain
  77,198,501       4,177,477       117,242



Proposal Three:

Adient's shareholders approved, on an advisory basis, the compensation of Adient's named executive officers by the following vote:



     For            Against        Abstain       Broker Non-Vote
  67,061,170       8,886,869       235,789          5,309,392



Proposal Four:

Adient's shareholders approved the adoption of Adient's 2021 Omnibus Incentive
Plan by the following vote:

     For            Against        Abstain       Broker Non-Vote
  72,438,395       3,299,724       445,709          5,309,392



Proposal Five:

Adient's shareholders approved the renewal of the Board of Directors' authority to issue shares under Irish law by the following vote:



     For            Against        Abstain       Broker Non-Vote
  75,032,138        937,957        213,733          5,309,392

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Proposal Six:

Adient's shareholders approved the renewal of the Board of Directors' authority opt-out of statutory preemption rights under Irish law by the following vote:



     For            Against        Abstain       Broker Non-Vote

75,603,150 329,442 251,236 5,309,392

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