Document
false0001413447 0001413447 2019-11-19 2019-11-19


 
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): November 19, 2019
 
 
 
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 8.01
Other Events.

On November 19, 2019, the Board of Directors (the "Board") of NXP Semiconductors N.V. (the "Company") approved the payment of an interim dividend for the fourth quarter of 2019 of $0.375 per ordinary share. The interim dividend will be paid on January 6, 2020 to shareholders of record as of December 16, 2019.

Additionally, the Board has approved the resumption of share repurchases, authorizing up to $2 billion of share repurchases to be executed at times and manners determined by Company management.

A copy of the Company's press release announcing the dividend payment and resumption of share repurchases is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 9.01 
Financial Statements and Exhibits.


(d) Exhibits. 
99.1
104
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.

Date: November 19, 2019

 
NXP Semiconductors N.V.
 
 
/s/ Dr. Jean A.W. Schreurs
 
Dr. Jean A.W. Schreurs
 
SVP and Chief Corporate Counsel




Exhibit


https://cdn.kscope.io/6fa6b5030f93b08bb84fc18567f7d3a0-dividendpr11182019image2a04.jpg



NXP Semiconductors Announces Quarterly Dividend and Resumption of Share Repurchases


EINDHOVEN, The Netherlands, November 19, 2019 – NXP Semiconductors N.V. (NASDAQ: NXPI) today announced that, as part of the Quarterly Dividend Program, its board of directors has approved the payment of an interim dividend for the fourth quarter of 2019 of $0.375 per ordinary share. The interim dividend will be paid on January 6, 2020 to shareholders of record as of December 16, 2019.

Additionally, the NXP board of directors has authorized to resume the share buy-back program in 2020, authorizing up to $2 billion of share repurchase to be executed at times and manners determined by the company management.
 
Taxation – Cash Dividends
Cash dividends will be subject to the deduction of Dutch dividend withholding tax at the rate of 15 percent, which may be reduced in certain circumstances. Non-Dutch resident shareholders, depending on their circumstances, may be entitled to a full or partial refund of Dutch dividend withholding tax. If you are uncertain as to the tax treatment of any dividends, consult your tax advisor.

About NXP Semiconductors
NXP Semiconductors N.V. enables secure connections for a smarter world, advancing solutions that make lives easier, better, and safer. As the world leader in secure connectivity solutions for embedded applications, NXP is driving innovation in the automotive, industrial & IoT, mobile, and communication infrastructure markets. Built on more than 60 years of combined experience and expertise, the company has approximately 30,000 employees in more than 30 countries and posted revenue of $9.41 billion in 2018. Find out more at www.nxp.com.

Forward-looking Statements
This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations, and market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after NXP distributes this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in NXP’s SEC filings. Copies of NXP’s SEC filings are available on NXP’s Investor Relations website, https://investors.nxp.com or from the SEC website, www.sec.gov.

For further information, please contact:

Investors:                                    Media:
Jeff Palmer                                    Jacey Zuniga
jeff.palmer@nxp.com                                 jacey.zuniga@nxp.com
+1 408 518 5411                                +1 512 895 7398