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 29, 2024
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 2024 annual general meeting of shareholders held on May 29, 2024.
The Annual General Meeting of Shareholders voted upon the following resolutions:
1. Adoption of the 2023 statutory annual accounts
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 212,737,002 | 75,616 | 203,633 | 16,124,023 | |||||||||||
2. Discharge of the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2023
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 228,116,649 | 658,349 | 365,276 | — | |||||||||||
3a. Re-appointment of Mr. Kurt Sievers as executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 212,812,420 | 97,066 | 106,765 | 16,124,023 | |||||||||||
3b. Re-appointment of Ms. Annette Clayton as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 204,265,330 | 8,641,380 | 109,541 | 16,124,023 | |||||||||||
3c. Re-appointment of Mr. Anthony Foxx as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 210,746,613 | 2,152,556 | 117,082 | 16,124,023 | |||||||||||
3d. Re-appointment of Moshe Gavrielov as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 212,226,348 | 660,971 | 128,932 | 16,124,023 | |||||||||||
3e. Re-appointment of Mr. Chunyuan Gu as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 212,783,799 | 103,329 | 129,123 | 16,124,023 | |||||||||||
3f. Re-appointment of Ms. Lena Olving as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 212,100,049 | 802,764 | 113,438 | 16,124,023 | |||||||||||
3g. Re-appointment of Ms. Julie Southern as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 193,844,230 | 19,058,665 | 113,356 | 16,124,023 | |||||||||||
3h. Re-appointment of Ms. Jasmin Staiblin as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 212,755,338 | 145,819 | 115,094 | 16,124,023 | |||||||||||
3i. Re-appointment of Mr. Gregory L. Summe as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 211,446,965 | 1,449,162 | 120,124 | 16,124,023 | |||||||||||
3j. Re-appointment of Mr. Karl-Henrik Sundström as non-executive director with effect from May 29, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 192,327,383 | 20,568,235 | 120,633 | 16,124,023 | |||||||||||
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 | |||||||||||
| 227,696,781 | 1,319,322 | 124,171 | — | |||||||||||
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 | |||||||||||
| 226,626,183 | 2,376,920 | 137,171 | — | |||||||||||
6. Authorization of the Board to repurchase ordinary shares
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 228,192,911 | 864,051 | 83,312 | — | |||||||||||
7. Authorization of the Board to cancel ordinary shares held or to be acquired by the Company
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 228,690,386 | 324,122 | 125,766 | — | |||||||||||
8. Re-appointment of Ernst & Young Accountants LLP as independent auditor of the Company for the fiscal year ending December 31, 2024
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 228,910,738 | 107,429 | 122,107 | — | |||||||||||
9. Approval of Amended Remuneration of the Non-Executive Directors
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 212,345,678 | 534,012 | 136,561 | 16,124,023 | |||||||||||
10. Approval on a non-binding, advisory basis of the compensation of our Named Executive Officers
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 203,403,914 | 8,728,828 | 883,509 | 16,124,023 | |||||||||||
Item 8.01 Other Events.
On May 30, 2024, the Board approved the payment of an interim dividend of $1.014 per ordinary share for the second quarter of 2024. The interim dividend will be paid on July 10, 2024 to shareholders of record as of June 13, 2024.
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.
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.
| NXP Semiconductors N.V. | ||||||||
| By: /s/ Timothy Shelhamer | ||||||||
| Name: Timothy Shelhamer | ||||||||
| Title: SVP and Chief Corporate Counsel | ||||||||
Date: May 30, 2024
NXP Semiconductors Announces Quarterly Dividend
EINDHOVEN, The Netherlands, May 30, 2024 – As part of its ongoing capital return program, NXP Semiconductors N.V. (NASDAQ: NXPI) today announced that its board of directors has approved the payment of an interim dividend. The actions are based on the continued and significant strength of the NXP capital structure, and the board’s confidence in the company’s ability to drive long-term growth and strong cash flow.
The board of directors has approved the payment of an interim dividend of $1.014 per ordinary share for the second quarter of 2024. The interim dividend will be paid in cash on July 10, 2024 to shareholders of record as of June 13, 2024.
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. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP's "Brighter Together" approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $13.28 billion in 2023. Find out more at www.nxp.com.
Forward-looking Statements
This document includes forward-looking statements which include statements regarding NXP’s interim dividend and financial condition, 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. These factors, risks and uncertainties include the following: market demand and semiconductor industry conditions; our ability to successfully introduce new technologies and products; the demand for the goods into which NXP’s products are incorporated; trade disputes between the U.S. and China, potential increase of barriers to international trade and resulting disruptions to NXP's established supply chains; the impact of government actions and regulations, including restrictions on the export of US-regulated products and technology; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity to meet both NXP's debt service and research and development and capital
investment requirements; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers to meet demand; our access to production capacity from third-party outsourcing partners, and any events that might affect their business or NXP’s relationship with them; our ability to secure adequate and timely supply of equipment and materials from suppliers; our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; our ability to form strategic partnerships and joint ventures and to successfully cooperate with our alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in customers’ equipment and products; the ability to successfully hire and retain key management and senior product engineers; the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia and the continued hostilities and the armed conflict in the Middle East, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets; and, the ability to maintain good relationships with NXP's suppliers. In case tax laws change, this could have an effect on our estimated effective tax rates. In addition, this document contains information concerning the semiconductor industry, our end markets and business generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our end markets and business will develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. 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 we distribute 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 our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.
For further information, please contact:
Investors: Media:
Jeff Palmer Paige Iven
jeff.palmer@nxp.com paige.iven@nxp.com
+1 408 518 5411 +1 817 975 0602
NXP-Corp