UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
June 18, 2019
NXP Semiconductors N.V.
(Exact name of registrant as specified in charter)
The Netherlands
(Jurisdiction of incorporation or organization)
60 High Tech Campus, 5656 AG, Eindhoven, The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ☐ No ☒
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission
Dr. Jean A.W. Schreurs
60 High Tech Campus
5656 AG Eindhoven – The Netherlands
NXP Semiconductors N.V. (“NXP”) today announces the results of its Annual General Meeting of Shareholders held on June 17, 2019.
The General Meeting of Shareholders approved the following resolutions:
| 1. | Adoption of the 2018 statutory annual accounts |
| For |
219,748,666 | |||
| Against |
32,689 | |||
| Abstain |
584,942 | |||
| Total Votes |
220,366,297 |
| 2. | Granting discharge to the directors for their responsibilities in the financial year 2018 |
| For |
219,331,078 | |||
| Against |
137,593 | |||
| Abstain |
897,626 | |||
| Total Votes |
220,366,297 |
| 3. | a. Re-appointment of Mr. Richard L. Clemmer as executive director with effect from June 17, 2019 |
| For |
220,030,777 | |||
| Against |
303,498 | |||
| Abstain |
32,022 | |||
| Total Votes |
220,366,297 |
| 3. | b. Re-appointment of Sir Peter Bonfield as non-executive director with effect from June 17, 2019 |
| For |
215,916,000 | |||
| Against |
4,417,748 | |||
| Abstain |
32,549 | |||
| Total Votes |
220,366,297 |
| 3. | c. Re-appointment of Mr. Kenneth A. Goldman as non-executive director with effect from June 17, 2019 |
| For |
167,237,881 | |||
| Against |
53,095,400 | |||
| Abstain |
33,016 | |||
| Total Votes |
220,366,297 |
| 3. | d. Re-appointment of Mr. Josef Kaeser as non-executive director with effect from June 17, 2019 |
| For |
146,402,946 | |||
| Against |
73,666,889 | |||
| Abstain |
296,462 | |||
| Total Votes |
220,366,297 |
| 3. | e. Appointment of Mrs. Lena Olving as non-executive director with effect from June 17, 2019 |
| For |
216,483,397 | |||
| Against |
3,777,361 | |||
| Abstain |
105,539 | |||
| Total Votes |
220,366,297 |
| 3. | f. Re-appointment of Mr. Peter Smitham as non-executive director with effect from June 17, 2019 |
| For |
212,695,528 | |||
| Against |
7,637,886 | |||
| Abstain |
32,883 | |||
| Total Votes |
220,366,297 |
| 3. | g. Re-appointment of Ms. Julie Southern as non-executive director with effect from June 17, 2019 |
| For |
215,149,409 | |||
| Against |
5,184,434 | |||
| Abstain |
32,454 | |||
| Total Votes |
220,366,297 |
| 3. | h. Appointment of Mrs. Jasmin Staiblin as non-executive director with effect from June 17, 2019 |
| For |
216,691,901 | |||
| Against |
3,641,922 | |||
| Abstain |
32,474 | |||
| Total Votes |
220,366,297 |
| 3. | i. Re-appointment of Mr. Gregory Summe as non-executive director with effect from June 17, 2019 |
| For |
218,858,504 | |||
| Against |
1,474,910 | |||
| Abstain |
32,883 | |||
| Total Votes |
220,366,297 |
| 3. | j. Appointment of Mr. Karl-Henrik Sundström as non-executive director with effect from June 17, 2019 |
| For |
220,173,478 | |||
| Against |
159,880 | |||
| Abstain |
32,939 | |||
| Total Votes |
220,366,297 |
| 4. | a. Authorization of the Board of Directors to issue shares or grant rights to acquire shares |
| For |
219,789,533 | |||
| Against |
567,191 | |||
| Abstain |
9,573 | |||
| Total Votes |
220,366,297 |
| 4. | b. Authorization of the Board of Directors to restrict or exclude pre-emption rights |
| For |
218,395,456 | |||
| Against |
1,948,766 | |||
| Abstain |
22,075 | |||
| Total Votes |
220,366,297 |
| 5. | Approval of the NXP 2019 omnibus incentive plan (the “Plan”) and approval of the number of shares and rights to acquire shares for award under the Plan |
| For |
150,130,186 | |||
| Against |
70,219,913 | |||
| Abstain |
16,198 | |||
| Total Votes |
220,366,297 |
| 6. | Authorization of the Board of Directors to repurchase shares in NXP’s capital |
| For |
160,333,651 | |||
| Against |
59,658,487 | |||
| Abstain |
374,159 | |||
| Total Votes |
220,366,297 |
| 7. | Authorization of the Board of Directors to cancel repurchased shares in NXP’s capital |
| For |
216,894,373 | |||
| Against |
3,459,815 | |||
| Abstain |
12,109 | |||
| Total Votes |
220,366,297 |
| 8. | Re-appointment of KPMG Accountants N.V. as NXP’s external auditor |
| For |
219,990,898 | |||
| Against |
262,416 | |||
| Abstain |
112,983 | |||
| Total Votes |
220,366,297 |
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, thereunto duly authorized at Eindhoven, on the 18th day of June 2019.
| NXP Semiconductors N.V. | ||
| /s/ Dr. Jean A.W. Schreurs | ||
| Name: | Dr. Jean A.W. Schreurs | |
| Title: | SVP and Chief Corporate Counsel | |