DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant   ☐

Check the appropriate box:

 

 

Preliminary Proxy Statement

  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

NXP Semiconductors N.V.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

 

Title of each class of securities to which transaction applies:

 

    

 

(2)

 

Aggregate number of securities to which transaction applies:

 

    

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

    

 

(4)

 

Proposed maximum aggregate value of transaction:

 

    

 

(5)

 

Total fee paid:

 

    

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

 

Amount Previously Paid:

 

    

 

(2)

 

Form, Schedule or Registration Statement No.:

 

    

 

(3)

 

Filing Party:

 

     

 

(4)

 

Date Filed:

 

     

 

 

 


 

 

 

LOGO

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 27, 2020.

 

   

 

Meeting Information

NXP SEMICONDUCTORS N.V.     Meeting Type:   

 

Annual General Meeting

    For holders as of:    April 29, 2020
    Date:   May 27, 2020         Time:   2:00 PM CET
    Location:    NXP Head Office
                         High Tech Campus 60

LOGO

 

NXP SEMICONDUCTORS N.V.

                         5656 AG Eindhoven, The Netherlands
   

 

    

 

 

You are receiving this communication because you hold shares in the company named above.

HIGH TECH CAMPUS 60

5656 AG EINDHOVEN, THE NETHERLANDS

 

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

   

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 


 

 

 

 

 

LOGO

  Before You Vote  

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

   
 

NOTICE AND PROXY STATEMENT         ANNUAL REPORT

   
 

 

How to View Online:

   
 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

   
 

 

How to Request and Receive a PAPER or E-MAIL Copy:

   
 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   
 

1) BY INTERNET:         www.proxyvote.com

   
 

2) BY TELEPHONE:     1-800-579-1639

   
 

3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

   
 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

   
 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 13, 2020 to facilitate timely delivery.

 

   
  How To Vote  
Please Choose One of the Following Voting Methods

 

 

 

Vote In Person: Due to the COVID–19 outbreak, in person AGM attendance and voting may be limited. Please check https://investors.nxp.com/annual-general-meeting-2020 for updated information. Questions related to the agenda of the AGM can be submitted at nxp.agm@nxp.com before May 22, 2020, 10:00 p.m. CET (4 p.m. EST). We encourage you to vote your shares prior to the AGM using one of the methods below.

   
 

 

Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide instructions to vote these shares by proxy via telephone.

   
   
 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

   
   
 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

   
 


 

 

 

LOGO

 

Voting Items

 

       

 

 

The Board of Directors recommends you vote FOR

the following proposals:

     

1.  Adoption of the 2019 statutory annual accounts

 

2.  Discharge of the members of the Board for their responsibilities in the fiscal year ended December 31, 2019

 

3a.   Appoint Kurt Sievers as executive director

 

3b.  Re-appoint Sir Peter Bonfield as non-executive director

 

3c.   Re-appoint Kenneth A. Goldman as non-executive director

 

3d.  Re-appoint Josef Kaeser as non-executive director

 

3e.   Re-appoint Lena Olving as non-executive director

 

3f.   Re-appoint Peter Smitham as non-executive director

 

3g.  Re-appoint Julie Southern as non-executive director

 

3h.  Re-appoint Jasmin Staiblin as non-executive director

 

3i.   Re-appoint Gregory Summe as non-executive director

 

3j.   Re-appoint Karl-Henrik Sundström as non-executive director

 

4.  Authorization of the Board to issue ordinary shares of the Company and grant rights to acquire ordinary shares

 

5.  Authorization of the Board to restrict or exclude pre-emption rights accruing in connection with an issue of shares or grant of rights

    

6.  Authorization of the Board to repurchase ordinary shares

 

7.  Authorization of the Board to cancel ordinary shares held or to be acquired by the Company

 

8.  Appointment of Ernst & Young Accountants LLP as independent auditors for a three-year period, starting with the fiscal year ending December 31, 2020

 

9.  Determination of the remuneration of the members and Chairs of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee of the Board

 

10.  Amendment of the Company’s Articles of Association

 

11.  Non-binding, advisory vote to approve Named Executive Officer compensation

 

The Board of Directors recommends you vote 1 YEAR on the following proposal:

 

12.  To recommend, by non-binding vote, the frequency of executive compensation votes.

  
 


 

    

 

 

LOGO