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 27, 2020
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 4.01 Changes in Registrant’s Certifying Accountant.
(b) Appointment of New Independent Registered Public Accounting Firm
As previously reported on the Current Report on Form 8-K filed by the Company on November 22, 2019, the Board of Directors of NXP Semiconductors N.V. (the “Company”), as advised by the Audit Committee, recommended that Ernst & Young Accountants LLP (“EY”) stand for appointment as the Company's independent registered public accounting firm for the Company's fiscal years ending December 31, 2020 through December 31, 2022 at the 2020 Annual General Meeting of Shareholders (the “2020 AGM”). As described in more detail in Item 5.07 below, EY was formally appointed as the independent registered public accounting firm for NXP Semiconductors N.V. (the “Company”) for the fiscal years ending December 31, 2020 through December 31, 2022 at the 2020 AGM.
During the years ended December 31, 2019 and December 31, 2018, neither the Company nor anyone acting on its behalf consulted with EY regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matters that were the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Following the previous announcement on March 5, 2020, at the 2020 AGM on May 27, 2020, Kurt Sievers was appointed as the Company’s executive director and chief executive officer to succeed Richard Clemmer effective as of the 2020 AGM. A description of the compensation arrangements related to Mr. Sievers’s appointment and a copy of the CEO Agreements can be found on the Current Report on Form 8-K filed by the Company on March 9, 2020. Additionally, a copy of the Company's press release announcing Mr. Sievers’s appointment as CEO and executive director is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company announced the results of its 2020 AGM held on May 27, 2020.
The General Meeting of Shareholders voted upon the following resolutions:
1.Adoption of the 2019 statutory annual accounts
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 226,742,700 | 46,406 | 316,134 | 12,403,859 |
2.Granting discharge to the directors for their responsibilities in the financial year 2019
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 238,463,695 | 341,738 | 703,666 | 0 |
3a. Appointment of Mr. Kurt Sievers as executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 226,352,275 | 433,927 | 319,038 | 12,403,859 |
3b. Re-appointment of Sir Peter Bonfield as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 206,930,209 | 19,839,209 | 335,822 | 12,403,859 |
3c. Re-appointment of Mr. Kenneth A. Goldman as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 180,291,750 | 46,423,165 | 390,325 | 12,403,859 |
3d. Re-appointment of Mr. Josef Kaeser as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 179,930,043 | 46,786,980 | 388,217 | 12,403,859 |
3e. Re-appointment of Ms. Lena Olving as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 208,542,806 | 18,222,944 | 339,490 | 12,403,859 |
3f. Re-appointment of Mr. Peter Smitham as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 206,088,722 | 20,668,552 | 347,966 | 12,403,859 |
3g. Re-appointment of Ms. Julie Southern as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 222,665,353 | 4,102,444 | 337,443 | 12,403,859 |
3h. Re-appointment of Ms. Jasmin Staiblin as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 225,342,519 | 1,425,658 | 337,063 | 12,403,859 |
3i. Re-appointment of Mr. Gregory Summe as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 225,887,487 | 869,737 | 348,016 | 12,403,859 |
3j. Re-appointment of Mr. Karl-Henrik Sundström as non-executive director with effect from May 27, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 225,671,498 | 1,094,323 | 339,419 | 12,403,859 |
4. Authorization of the Board of Directors (the “Board”) to issue ordinary shares, par value €0.20 per share, of the Company (“ordinary shares”) and grant rights to acquire ordinary shares
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 238,146,124 | 1,248,715 | 114,260 | 0 |
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 |
| 233,177,824 | 6,153,528 | 177,747 | 0 |
6. Authorization of the Board to repurchase ordinary shares
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 237,822,091 | 1,352,595 | 334,413 | 0 |
7. Authorization of the Board to cancel ordinary shares held or to be acquired by the Company
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 239,051,015 | 333,818 | 124,266 | 0 |
8. Appointment of Ernst & Young Accountants LLP as our independent auditors for a three-year period, starting with the fiscal year ending December 31, 2020
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 238,742,830 | 456,400 | 309,869 | 0 |
9. Determination of the remuneration of the members and Chair of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee of the Board
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 225,039,711 | 1,449,083 | 616,446 | 12,403,859 |
10. Amendment of the Company’s Articles of Association
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 226,615,437 | 112,251 | 377,552 | 12,403,859 |
11. Approval, on a non-binding, advisory basis, of our Named Executive Officer compensation
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 82,030,714 | 144,675,451 | 399,075 | 12,403,859 |
12. Recommendation, on a non-binding, advisory basis, of the frequency of future advisory votes on Named Executive Officer compensation
| | | | | | | | | | | |
| 1 Year | 2 Years | 3 Years | Abstain |
| 226,000,726 | 199,801 | 588,729 | 315,984 |
In light of the overwhelming support of shareholders in favor of holding an advisory and non-binding shareholder vote regarding named executive officer compensation on an annual basis and the other factors considered by the Company’s Board of Directors in making its original recommendation to the shareholders, the Company has determined to hold future advisory and non-binding shareholder votes on named executive compensation on an annual basis, until such time as the next advisory vote is submitted to shareholders regarding the frequency of advisory votes on executive compensation.
Item 8.01 Other Events.
On May 28, 2020, the Board approved the payment of an interim dividend for the second quarter of 2020 of $0.375 per ordinary share. The interim dividend will be paid on July 6, 2020 to shareholders of record as of June 15, 2020.
A copy of the Company's press release announcing the dividend payment is attached as Exhibit 99.2 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 | |
| 99.2 | |
| |
| 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/ Dr. Jean A.W. Schreurs |
| | Name: Dr. Jean A.W. Schreurs |
| Title: SVP and Chief Corporate Counsel
|
Date: May 28, 2020
