Form 8-K Delphi Automotive PLC For: Jan 29

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 10/8/2026

1. SPCX
2. LEVI
3. SBUX
4. NVDA
5. GOOGL
6. AAPL
7. SPY
8. APLD
9. ORCL
10. USO

February 2, 2015 9:05 AM EST


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):
January 29, 2015
________________________________________________________________________________________________________________________
Delphi Automotive PLC
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________

Jersey
001-35346
98-1029562
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

�
Courteney Road
Hoath Way
Gillingham, Kent ME8 0RU
United Kingdom
�
�
(Address of Principal Executive Offices)(Zip Code)
�
(Registrants Telephone Number, Including Area Code)�011-44-163-423-4422
(Former Name or Former Address, if Changed Since Last Report)�N/A
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 January 29, 2015, John A. Krol, Chairman of the Board of Directors of Delphi Automotive PLC (the Company) informed the Board of his decision to step down from his position as Chairman of the Board, effective March 1, 2015. He also announced that he will not seek re-election to the Board and will retire from the Board at the Companys Annual General Meeting of Shareholders, to be held on April 23, 2015. Mr. Krol, 78, has served as Chairman of the Board since 2009 and stated that the decision not to stand for re-election was not due to any disagreement with the Companys operations, policies or practices.

In connection with Mr. Krols announced retirement, the Board has elected Rajiv L. Gupta to serve as Chairman of the Board, effective March 1, 2015. Also effective at that time, Mr. Gupta will join the Boards Nominating and Governance Committee as its Chairman and will step down as Chairman of the Compensation and Human Resources Committee. J. Randall MacDonald will succeed Mr. Gupta as Chairman of the Compensation and Human Resources Committee. No other changes to the Committees of the Board will be made at that time.

Also on January 29, 2015, the Board of Directors elected Timothy M. Manganello and Kevin P. Clark to serve on the Board, effective March 1, 2015. Mr. Clarks election was made in connection with his previously announced appointment to the position of President and Chief Executive Officer of the Company. As previously disclosed, Rodney ONeal will retire from the Company and its Board of Directors on that date.

Timothy M. Manganello, 65, retired as Chief Executive Officer of BorgWarner Inc. in 2012, and retired as Executive Chairman of the Board of BorgWarner in 2013. He served in these roles since 2003 and had also served as President, Chief Operating Officer, among other executive roles. He joined the company in 1989. Manganello also served as the Chairman of the Chicago Federal Reserve Bank, Detroit branch, from 2007 to 2011. He earned both undergraduate and graduate engineering degrees from the University of Michigan. He also serves on the Board of Directors of Bemis Company and Zep Inc.

Mr. Manganello has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Clark, 52, is currently Chief Operating Officer of the Company, and will succeed Mr. O'Neal as President and Chief Executive Officer, effective March 1, 2015. Mr. Clark was named to his current position in October 2014, and was previously Chief Financial Officer and Executive Vice President since February 2013. He was previously Chief Financial Officer and Senior Vice President since February 2012. He was appointed Chief Financial Officer and Vice President in July 2010. Previously, Mr. Clark was a founding partner of Liberty Lane Partners, LLC, a private-equity investment firm focused on building and improving middle-market companies. Prior to Liberty Lane Partners, Mr. Clark served as the Chief Financial Officer of Fisher-Scientific International Inc. (Fisher-Scientific), a manufacturer, distributor and service provider to the global healthcare market. Mr. Clark served as Fisher-Scientifics Chief Financial Officer from its initial public offering in 2001 through the completion of its merger with Thermo Electron Corporation in 2006. Prior to becoming Chief Financial Officer, Mr. Clark served as Fisher-Scientifics Corporate Controller and Treasurer.

Mr. Clark has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01
Financial Statements and Exhibits.

(d)��Exhibits.
Exhibit
�
Number
Description
�
�
99.1
Press Release, dated February 2, 2015



2


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

Date:
February 2, 2015
�
DELPHI AUTOMOTIVE PLC
�
�
�
�
�
�
�
By:
/s/ David M. Sherbin
�
�
�
�
David M. Sherbin
�
�
�
�
Senior Vice President, General Counsel, Secretary and Chief Compliance Officer



3


EXHIBIT INDEX
Exhibit
�
Number
Description
�
�
99.1
Press Release, dated February 2, 2015


4
Exhibit 99.1


Delphi Announces Board Changes

"
Delphi Chairman of the Board, John A. Jack Krol, to retire
"
Rajiv L. Gupta named new Delphi chairman
"
Kevin P. Clark nominated to board of directors, concurrent with becoming Delphi president and CEO
"
Timothy M. Manganello, retired BorgWarner chairman and chief executive, to join board


GILLINGHAM, England - (Feb. 2, 2015) - John A. Krol, chairman of the board of directors of Delphi Automotive PLC (NYSE: DLPH), will retire as chairman on March 1, and will be replaced by board member, Rajiv L. Gupta. Krol will remain on the board until Delphis annual general shareholders meeting on April 23 and will not seek re-election.
We thank Jack for his many contributions to the board and to Delphi, said Delphi Chief Executive Officer and President, Rodney ONeal. Jack played an instrumental role in focusing the company on execution and excellence, helping to enhance shareholder value during his tenure. We also welcome the election of new board chairman, Raj Gupta, who brings an extensive technical and operational background as well as deep experience with board governance.
Also effective March 1, Gupta will join the boards nominating and governance committee as chairman and will step down as chairman of the compensation and human resources committee. Current board and committee member J. Randall MacDonald will succeed Gupta as chairman of the compensation and human resources committee.
The board of directors also elected Kevin P. Clark to serve on the board, effective March 1, in conjunction with his previously announced appointment as Delphi president and chief executive officer. As previously disclosed, ONeal, 61, will retire from the company and its board of directors on that date.
Additionally on March 1, Timothy M. Manganello former chief executive officer of BorgWarner Inc, will join Delphis board of directors.
Krol, 78, has been chairman since 2009. He is the former chairman and chief executive officer of E.I. du Pont de Nemours & Co. Following four years of service in the U.S. Navy, he joined Du Pont as a chemist, and, following sales, marketing, manufacturing and senior business management positions, was appointed vice chairman, subsequently appointed CEO, and ultimately chairman and CEO. He retired from Du Pont in December 1998.
Gupta, 69, has been a member of the Delphi board since November 2009. He is the former chairman and CEO of Rohm and Haas Co., a position he held from October 1999 to March 2009. Gupta began his career at Rohm and Haas in 1971, and served in a broad range of global operations and financial leadership roles. He received a bachelors degree in mechanical engineering from the Indian



Institute of Technology, a masters degree in Operations Research from Cornell University, and an MBA in Finance from Drexel University.
Clark, 52, joined Delphi in 2010 as chief financial officer. He became a senior vice president in 2012 and was named executive vice president in 2013. He was named chief operating officer in October 2014. Prior to joining Delphi, Clark was a founding partner of Liberty Lane Partners, LLC, a private equity investment firm focused on investing in and building and improving middle-market companies. Clark has also held a variety of strategic positions at Fisher-Scientific International Inc., and began his career in the financial organization of Chrysler Corporation. He has both a bachelor's degree in financial administration and a masters degree in finance from Michigan State University.
Manganello, 65, retired as chief executive officer of BorgWarner Inc. in 2012, and retired as executive chairman of the board of BorgWarner in 2013. He served in these roles since 2003 and had also served as president, chief operating officer, among other executive roles. He joined the company in 1989. Manganello also served as the chairman of the Chicago Federal Reserve Bank, Detroit branch, from 2007 to 2011. He earned both undergraduate and graduate engineering degrees from the University of Michigan. He also serves on the Board of Directors of Bemis Company and Zep Inc.
Complete biographies of Delphi leadership can be found at www.delphi.com/about.


About Delphi
Delphi Automotive PLC (NYSE: DLPH) is a leading global supplier of technologies for the automotive and commercial vehicle markets. Headquartered in Gillingham, U.K., Delphi operates major technical centers, manufacturing sites and customer support services in 32 countries, with regional headquarters in Bascharage, Luxembourg; Sao Paulo, Brazil; Shanghai, China and Troy, Michigan, U.S. Delphi delivers innovation for the real world with technologies that make cars and trucks smarter and safer as well as more powerful and efficient. Visit www.delphi.com.
�

# # #

CONTACTS

Investor Contact:
Jessica Holscott, 248.813.2312

Media Contact:
Claudia Tapia, 248.813.1507




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings