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    PHINIA Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/28/25 4:19:42 PM ET
    $PHIN
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    Get the next $PHIN alert in real time by email
    phin-20250521
    0001968915FALSE00019689152025-05-212025-05-21

    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): May 21, 2025
    PHINIA INC.
    ________________________________________________
    (Exact name of registrant as specified in its charter)
    Delaware001-4170892-2483604
    State or other jurisdiction ofCommission File No.(I.R.S. Employer
    Incorporation or organizationIdentification No.)
    3000 University DriveAuburn Hills,Michigan48326
    (Address of principal executive offices)(Zip Code)
    Registrant’s telephone number, including area code: (248) 732-1900
    (Former name or former address, if changed since last report)
    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:
    oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:
    Title of each class Trading Symbol(s)Name of each exchange on which registered
    Common Stock, par value $0.01 per sharePHINNew York Stock Exchange
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company o
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o  



    Item 5.07. Submission of Matters to a Vote of Security Holders.
    On May 21, 2025, PHINIA Inc. (the “Company”) held its 2025 annual meeting of shareholders (“Annual Meeting”). The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below.

    Proposal 1. The shareholders elected the following eight nominees as directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified. The voting results for the eight nominees are as follows:
    NameForAgainstAbstentionsBroker
    Non-Votes
    Samuel R. Chapin33,846,953313,30927,1872,537,904
    Brady D. Ericson34,142,98121,58222,8862,537,904
    Robin Kendrick33,767,219393,51526,7152,537,904
    Latondra Newton33,883,680277,17926,5902,537,904
    D’aun Norman34,051,566108,92326,9602,537,904
    Meggan M. Walsh33,883,426277,37326,6502,537,904
    Rohan S. Weerasinghe33,746,876413,66226,9112,537,904
    Roger J. Wood33,634,173526,84626,4302,537,904

    Proposal 2. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results are as follows:
    ForAgainstAbstentionsBroker
    Non-Votes
    31,782,2802,364,75840,4112,537,904

    Proposal 3. The shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025. The voting results are as follows:
    ForAgainstAbstentionsBroker Non-Votes
    35,136,6581,560,09128,6040



    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    PHINIA Inc.
    Date: May 28, 2025
    By:/s/ Robert Boyle
    Name: Robert Boyle
    Title: Vice President, General Counsel and Secretary

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