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NXPI NXP Semiconductors

Filed: 27 May 21, 4:54pm

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 26, 2021
 
 
NXP Semiconductors N.V.
(Exact name of Registrant as specified in charter)
Netherlands001-3484198-1144352
(State or other jurisdiction
of incorporation)
(Commission
file number)
(IRS employer
identification number)
60 High Tech Campus
Eindhoven
Netherlands5656 AG
(Address of principal executive offices)(Zip code)
+31402729999
(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 classTrading symbol(s)Number of each exchange on which registered
Common shares, EUR 0.20 par valueNXPIThe 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 2021 annual general meeting of shareholders held on May 26, 2021.

The Annual General Meeting of Shareholders voted upon the following resolutions:

1.    Adoption of the 2020 statutory annual accounts
ForAgainstAbstainBroker Non-Votes
229,009,949296,947120,77013,030,928


2.    Discharge the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2020                

ForAgainstAbstainBroker Non-Votes
241,886,660325,729246,205

3a.    Re-appointment of Mr. Kurt Sievers as executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
229,118,436244,56564,66513,030,928

3b.    Re-appointment of Sir Peter Bonfield as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
171,157,78258,202,55367,33113,030,928

3c.    Appointment of Ms. Annette Clayton as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
228,794,318295,289338,05913,030,928

3d.    Appointment of Mr. Anthony Foxx as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
214,835,27614,249,730342,66013,030,928

3e.    Re-appointment of Mr. Kenneth A. Goldman as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
141,343,61888,012,72271,32613,030,928

3f.    Re-appointment of Mr. Josef Kaeser as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
209,100,49820,257,89669,27213,030,928

3g.    Re-appointment of Ms. Lena Olving as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
173,931,53355,160,787335,34613,030,928

3h.    Re-appointment of Mr. Peter Smitham as non-executive director with effect from May 26, 2021



    
ForAgainstAbstainBroker Non-Votes
156,744,67072,611,78671,21013,030,928

3i.    Re-appointment of Ms. Julie Southern as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
220,507,7508,857,22862,68813,030,928

3j.    Re-appointment of Ms. Jasmin Staiblin as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
223,450,0455,914,80362,81813,030,928

3k.    Re-appointment of Mr. Gregory L. Summe as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
195,115,63034,242,38969,64713,030,928

3l.    Re-appointment of Mr. Karl-Henrik Sundström as non-executive director with effect from May 26, 2021
    
ForAgainstAbstainBroker Non-Votes
172,392,74256,969,45365,47113,030,928

4.    Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares
    
ForAgainstAbstainBroker Non-Votes
241,655,490750,64252,462

5.    Authorization of the Board to restrict or exclude pre-emption rights accruing in connection with an issue of shares or grant of rights
    
ForAgainstAbstainBroker Non-Votes
237,335,3075,045,23378,054

6.    Authorization of the Board to repurchase ordinary shares
    
ForAgainstAbstainBroker Non-Votes
240,029,1971,909,155520,242
    

7.    Authorization of the Board to cancel ordinary shares held or to be acquired by the Company
    
ForAgainstAbstainBroker Non-Votes
240,890,1871,463,000105,407

8.    Approval of the amended remuneration of the non-executive members of the Board
    
ForAgainstAbstainBroker Non-Votes
227,117,3771,713,490596,79913,030,928

9.    Approval on a non-binding, advisory basis of the compensation of our Named Executive Officers



    
ForAgainstAbstainBroker Non-Votes
149,518,86579,471,549437,25213,030,928


Item 8.01 Other Events.

On May 27, 2021, the Board approved the payment of an interim dividend for the second quarter of 2021 of $0.5625 per ordinary share. The interim dividend will be paid in cash on July 6, 2021 to shareholders of record as of June 15, 2021.

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 9.01Financial Statements and Exhibits.
(d) Exhibits
99.1
104Cover 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/ Dr. Jean A.W. Schreurs
 Name: Dr. Jean A.W. Schreurs
Title: SVP and Chief Corporate Counsel
Date: May 27, 2021