AkzoNobel and Axalta said they have tightened the governance terms for their planned all-share merger after talks with shareholders.
The biggest change is the director election timetable: all directors will now face annual re-election after the initial three years following completion of the merger. That is a shorter review cycle than the five-year period originally proposed.
They also lowered the approval bar for several key decisions during that first three-year window. The threshold for actions involving the general meeting on director appointments and dismissals, the appointment and removal of the CEO, deputy CEO and CFO, the designation of the chair and vice chair, and changes to the remuneration policy will now require approval from two-thirds of non-executive directors, down from the 75% level previously planned.
The companies said the revised governance framework was shaped by shareholder feedback and does not require amendments to the proposed articles of association. As a result, the shareholder meetings scheduled for Aug. 5, 2026, will go ahead as planned, with the agenda unchanged.
AkzoNobel’s chairman Ben Noteboom said the changes reflect “partnership and accountability” for the combined company from day one. Axalta board chair Rakesh Sachdev said the refinements strengthen board oversight and reinforce the company’s commitment to corporate governance. As a result of these announcements, the company's shares have moved -3.6% on the market, and are now trading at a price of $31.62. For the full picture, make sure to review Axalta Coating Systems's 8-K report.
