Akzo Nobel and Axalta refine merger governance after shareholder dialogue

Akzo Nobel and Axalta Coating Systems have announced refinements to the governance arrangements proposed for their combined company, following what both parties describe as extensive dialogue with shareholders and other stakeholders. The announcement was made on 23 July in Amsterdam and Philadelphia, ahead of the planned Akzo Nobel extraordinary general meeting and Axalta special general meeting, both scheduled for 5 August 2026.
The two coatings companies had previously announced an all-share merger of equals. Since that announcement, both companies engaged with shareholders on the governance structure of the combined entity, resulting in two concrete adjustments to the initially proposed framework. 

Revised director re-election cycle  

The first change concerns the re-election of directors: all directors will now be subject to annual re-election following the initial three-year period after completion of the merger. Under the previously contemplated arrangement, annual re-election would have applied only after a five-year period. The second adjustment relates to the approval threshold applicable during the initial three-year period post-completion. The required majority of non-executive directors for certain key decisions has been reduced from 75% to two-thirds. The decisions covered by this threshold include proposals to the general meeting regarding the appointment and dismissal of directors, the appointment and removal of the CEO, Deputy CEO and CFO, the designation of chair and vice chair titles, and amendments to the remuneration policy. 

Both companies confirmed that the governance enhancements do not require any changes to the proposed articles of association of the combined company. As a result, the existing agenda items for the upcoming shareholder meetings remain unaffected. 

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