Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



As described in Item 5.07 below, at the 2023 Annual General Meeting of Members
(the "AGM") of Axalta Coating Systems Ltd. ("Axalta") held on June 7, 2023,
Axalta's members approved the amendment and restatement of Axalta's Amended and
Restated 2014 Incentive Award Plan (the "2014 Plan", and as amended and
restated, the "Restated Plan") to, among other things, make 5,600,000 additional
common shares available for issuance under the 2014 Plan. The Restated Plan is a
long-term incentive plan pursuant to which awards may be granted to employees,
consultants or non-employee directors of Axalta and its subsidiaries, including
options, stock appreciation rights, restricted stock, restricted stock units,
dividend equivalents, performance awards and stock payment awards. A detailed
summary of the terms of the Restated Plan is set forth in Proposal No. 3 in
Axalta's definitive proxy statement for the AGM filed with the U.S. Securities
and Exchange Commission on April 25, 2023 and is incorporated herein by
reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Axalta's AGM was held on June 7, 2023. The matters that were voted upon by Axalta's members at the AGM and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, as applicable, are set forth below.



At the AGM, Axalta's members: (i) elected nine directors, each for a term
expiring at Axalta's 2024 Annual General Meeting of Members (the "2024 AGM");
(ii) approved the appointment of PricewaterhouseCoopers LLP as Axalta's
independent registered public accounting firm and auditor until the conclusion
of the 2024 AGM and the delegation of authority to Axalta's Board of Directors,
acting through the Audit Committee, to fix the terms and remuneration thereof;
(iii) approved the amendment and restatement of the 2014 Plan; and (iv) approved
the compensation of Axalta's named executive officers ("Say on Pay") for 2022.

Election of Nine Directors:

Name                                 Votes For       Votes Withheld        Broker-Non-Votes

Jan A. Bertsch                      204,465,804          687,185              3,838,416
Steven M. Chapman                   201,890,368         3,262,621             3,838,416
William M. Cook                     200,605,597         4,547,392             3,838,416
Tyrone M. Jordan                    197,076,501         8,076,488             3,838,416
Deborah J. Kissire                  180,245,813        24,907,176             3,838,416
Robert M. McLaughlin                201,493,843         3,659,146             3,838,416
Rakesh Sachdev                      191,142,767        14,010,222             3,838,416
Samuel L. Smolik                    198,410,950         6,742,039             3,838,416
Chris Villavarayan                  203,456,174         1,696,815             3,838,416

Appointment of PricewaterhouseCoopers LLP:


           Votes For              Votes Against                        Abstentions

          202,351,016               6,586,134                            54,255



Amendment and Restatement of the Amended and Restated 2014 Incentive Award Plan:
                         Votes For                           Votes Against                   Broker Non-Votes                   Abstentions

                        198,027,079                               7,052,155                      3,838,416                        73,755





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Say on Pay for 2022:
        Votes For           Votes Against     Broker Non-Votes       Abstentions

       189,519,586           15,558,691           3,838,416            74,712

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