NXP Semiconductors 8-K 2024-05-29

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

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 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			Press release dated May 30, 2024 entitled: “NXP Semiconductors Announces Quarterly Dividend”.
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