UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 8, 2016
AXALTA COATING SYSTEMS LTD.
(Exact name of registrant as specified in its charter)

	
			
Bermuda	001-36733	98-1073028	
(State or other jurisdiction
of incorporation)	(Commission
File Number)	(IRS Employer
Identification No.)	

Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103
(Address of principal executive offices)    (Zip Code)
(855) 547-1461
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report.)

________________________________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

					

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2016, the Board of Directors (the “Board”) of Axalta Coating Systems Ltd. (“Axalta”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Samuel L. Smolik to the Board as a Class I director, with a term expiring at Axalta’s 2018 annual general meeting. Mr. Smolik was appointed to fill the Board seat vacated by Wesley T. Bieligk, who resigned from the Board effective as of September 8, 2016 in accordance with the terms of Axalta’s Principal Stockholders Agreement following the sale by investment funds affiliated with The Carlyle Group (“Carlyle”) of 41,621,996 Axalta common shares in August 2016, representing all of Carlyle’s remaining ownership interest in Axalta.
Prior to his appointment, the Board concluded that Mr. Smolik satisfies all of the applicable independence requirements of Axalta, the New York Stock Exchange and the Securities and Exchange Commission. Mr. Smolik currently serves as Senior Vice President - Americas Manufacturing, LyondellBasell Industries N.V.
Upon his appointment to the Board, Mr. Smolik became entitled to receive the annual cash stipend for non-employee directors in the amount of $75,000, payable quarterly in arrears and prorated for partial service in the quarter. Mr. Smolik was also granted Restricted Stock Units (“RSUs”) under the Axalta Coating Systems Ltd. 2014 Incentive Award Plan with a grant date fair value of approximately $63,000, which is based upon a $200,000 annual grant amount, prorated based on the number of days remaining in the calendar year on his date of appointment to the Board divided by 365 and rounded to the nearest whole share, which RSUs shall vest ratably over three years on the first, second and third anniversary of the grant date.
Item 7.01. Regulation FD Disclosure.
On September 8, 2016, Axalta issued a press release announcing the appointment of Mr. Smolik to the Board. The press release is furnished as Exhibit 99.1 to this Item 7.01. The information furnished with this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

			
Exhibit No.	 	Description	
 	 	 	
99.1	 	Press Release dated September 8, 2016	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				
 	 	AXALTA COATING SYSTEMS LTD.	

 	 	 	
Date:	September 8, 2016	By:	/s/ Michael F. Finn	
 	 	 	Michael F. Finn	
 	 	 	Senior Vice President, General Counsel &
Corporate Secretary	

EXHIBIT INDEX

	
			
Exhibit No.	 	Description	
 	 	 	
99.1	 	Press Release dated September 8, 2016	

	
			
 	 	Exhibit 99.1	
News Release	 		
Axalta Coating Systems
2001 Market Street
Suite 3600
Philadelphia, PA 19103
USA	Contact
Kristen Gallagher
D +1 215 255 7915
kristin.e.gallagher@axaltacs.com
axaltacoatingsystems.com		

For Immediate Release
 
Axalta Appoints Samuel L. Smolik to Board of Directors
Philadelphia, PA, September 8, 2016 - Axalta Coating Systems (NYSE: AXTA), a leading global provider of liquid and powder coatings, is pleased to announce that Mr. Samuel L. Smolik has joined the company’s Board of Directors. Mr. Smolik is Senior Vice President - Americas Manufacturing at LyondellBasell Industries (NYSE: LYB), one of the world’s largest plastics, chemical and refining companies serving companies in the packaging, electronics, automotive parts, home furnishing, construction materials and biofuels sectors.
“Sam’s broad management experience and his extensive operations expertise will make strong contributions to the Board,” said Charlie Shaver, Axalta’s Chairman and CEO. “Sam’s wealth of expertise gained during his career working at some of the world’s leading chemical and oil and gas companies will provide valuable insights into how we can continue to accelerate continuous improvement in our global operations. His deep knowledge of environmental, health and safety systems will prove especially valuable as we continue to reinforce our health and safety protocols as well as our commitment to respect the environment and maintain the sustainability of our operations.”
Before assuming his current position at LyondellBasell Industries in 2015, Mr. Smolik was Vice President - Global Health, Safety, Environment and Operational Excellence at the company. From 2005 through 2009, he was Vice President - Global Downstream Health, Safety, Security and Environment at Royal Dutch Shell and before that held a similar position at Shell Chemical. Between 1975 and 2004 Mr. Smolik held a number of positions of increasing responsibility at The Dow Chemical Company, including a role during its merger with Union Carbide, before attaining his final position as Vice President, Global Environment, Health, Safety and Security.
Mr. Smolik has been a member of the American Fuels & Petrochemical Manufacturers Association, the American Chemistry Council’s Responsible Care Committee, and The Conference Board’s Chief EH&S Officers Council among other affiliations. He is also involved with a number of community, education and other non-profit organizations including The University of Texas at Austin Engineering Advisory Board, the Antwerp International School Foundation where he is President of the Board of Directors and Ducks Unlimited, the leading wetlands conservation organization in North America. Mr. Smolik received a B.S. in Chemical Engineering from The University of Texas at Austin.
About Axalta Coating Systems - Celebrating 150 Years in the Coatings Industry
Axalta is a leading global company focused solely on coatings and providing customers with innovative, colorful, beautiful and sustainable solutions. From light OEM vehicles, commercial vehicles and refinish applications to electric motors, buildings and pipelines, our coatings are designed to prevent corrosion, increase productivity and enable the materials we coat to last longer. With 150 years of experience in the coatings industry, the 12,800 people of Axalta continue to find ways to better serve our more than 100,000 customers in 130 countries every day with the finest coatings, application systems and technology. For more information visit axaltacoatingsystems.com and follow us on Twitter @axalta and on LinkedIn.