Shareholders of AkzoNobel and Axalta have approved the companies' proposed all-share merger after the companies revised the proposed governance arrangements ahead of the vote.
AkzoNobel shareholders approved the transaction and related resolutions during an extraordinary general meeting on Aug. 5. Axalta shareholders also voted in favour of the merger at a special general meeting held the same day.
The companies have said they expect the merger to close by the end of 2026 or early 2027, though the transaction remains subject to regulatory approvals and other customary closing conditions.
The revised governance arrangements were announced on July 23 after what the companies described as extensive discussions with shareholders and other stakeholders.
Under the changes, directors of the combined company will stand for annual re-election after an initial three-year term rather than after five years, as originally proposed.
During that three-year period, the approval threshold for proposals concerning the appointment and dismissal of directors, the appointment and removal of the chief executive officer, deputy chief executive officer and chief financial officer, the designation of the chair and vice-chair, and amendments to the remuneration policy was reduced from 75% of non-executive directors to two-thirds.
The companies said the changes did not require amendments to the proposed articles of association or the resolutions presented to shareholders.
Greg Poux-Guillaume, AkzoNobel's chief executive officer, described the shareholder vote as "a significant milestone" toward completing the transaction. He said the approval allows the companies to move forward with the remaining steps required to complete the merger.
Ben Noteboom, chair of AkzoNobel's supervisory board, said the companies can now move into "the final phase of the merger process" while seeking the remaining regulatory approvals.
If completed, the combined company will operate under the AkzoNobel name. Greg Poux-Guillaume is expected to become chief executive officer, while Ben Noteboom is expected to become vice-chair.
The transaction would bring together automotive refinish brands including AkzoNobel's Sikkens, Lesonal and Wanda, and Axalta's Cromax, Standox, Spies Hecker and Nason, creating one of the world's largest automotive refinish coatings businesses.
