Date of report (Date of earliest event reported): June 1, 2022
NXP Semiconductors N.V.
(Exact name of Registrant as specified in charter)
Netherlands
001-34841
98-1144352
(State or other jurisdiction
of incorporation)
(Commission
file number)
(IRS employer
identification number)
60 High Tech Campus
Eindhoven
Netherlands
5656 AG
(Address of principal executive offices)
(Zip code)
+31
40
2729999
(Registrant’s telephone number, including area code)
NA
(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:
☐ 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-4c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Number of each exchange on which registered
Common shares, EUR 0.20 par value
NXPI
The Nasdaq Global Select Market
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
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 ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
NXP Semiconductors N.V. (the "Company") announced the results of its 2022 annual general meeting of shareholders held on June 1, 2022.
The Annual General Meeting of Shareholders voted upon the following resolutions:
1.Adoption of the 2021 statutory annual accounts
For
Against
Abstain
Broker Non-Votes
216,754,120
88,993
696,981
14,223,347
2. Discharge the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2021
For
Against
Abstain
Broker Non-Votes
230,450,417
537,221
775,803
—
3a. Re-appointment of Mr. Kurt Sievers as executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
217,069,829
374,478
95,787
14,223,347
3b. Re-appointment of Sir Peter Bonfield as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
201,441,816
15,994,559
103,719
14,223,347
3c. Re-appointment of Ms. Annette Clayton as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
209,839,395
7,601,615
99,084
14,223,347
3d. Re-appointment of Mr. Anthony Foxx as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
215,699,218
1,730,727
110,149
14,223,347
3e. Appointment of Chunyuan Gu as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
217,070,886
360,090
109,118
14,223,347
3f. Re-appointment of Ms. Lena Olving as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
213,326,606
4,110,583
102,905
14,223,347
3g. Re-appointment of Ms. Julie Southern as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
200,808,271
16,626,633
105,190
14,223,347
3h. Re-appointment of Ms. Jasmin Staiblin as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
211,819,531
5,615,462
105,101
14,223,347
3i. Re-appointment of Mr. Gregory L. Summe as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
213,229,822
4,200,134
110,138
14,223,347
3j. Re-appointment of Mr. Karl-Henrik Sundström as non-executive director with effect from June 1, 2022
For
Against
Abstain
Broker Non-Votes
209,206,905
8,228,324
104,865
14,223,347
4. Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares
For
Against
Abstain
Broker Non-Votes
230,943,081
775,613
44,747
—
% OF
5. Authorization of the Board to restrict or exclude pre-emption rights accruing in connection with an issue of shares or grant of rights
For
Against
Abstain
Broker Non-Votes
229,351,487
2,334,410
77,544
—
6. Authorization of the Board to repurchase ordinary shares
For
Against
Abstain
Broker Non-Votes
230,683,826
575,555
504,060
—
7. Authorization of the Board to cancel ordinary shares held or to be acquired by the Company
For
Against
Abstain
Broker Non-Votes
231,511,204
202,754
49,483
—
8. Approval on a non-binding, advisory basis of the compensation of our Named Executive Officers
For
Against
Abstain
Broker Non-Votes
199,467,478
17,925,178
147,438
14,223,347
Item 8.01 Other Events.
On June 2, 2022, the Board approved the payment of an interim dividend of $0.845 per ordinary share for the second quarter of 2022. The interim dividend will be paid on July 6, 2022 to shareholders of record as of June 15, 2022.
A copy of the Company's press release announcing the dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Cover Page Interactive Data File (formatted as Inline XBRL).
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.
