UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

June 22, 2018

 

 

NXP Semiconductors N.V.

(Exact name of registrant as specified in charter)

 

 

The Netherlands

(Jurisdiction of incorporation or organization)

60 High Tech Campus, 5656 AG, Eindhoven, The Netherlands

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒                 Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes ☐                 No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes ☐                 No ☒

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐                No ☒

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission

Dr. Jean A.W. Schreurs

60 High Tech Campus

5656 AG Eindhoven – The Netherlands

 

 

 

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NXP Semiconductors N.V. (“NXP”) today announces the results of its Annual General Meeting of Shareholders held on June 22, 2018.

The General Meeting of Shareholders approved the following resolutions:

 

1.	Adoption of the 2017 statutory annual accounts

 

For			228,655,385
Against			24,518
Abstain			581,854
Total Votes			229,261,757

 

2.	Granting discharge to the directors for their responsibilities in the financial year 2017

 

For			228,054,143
Against			386,186
Abstain			821,428
Total Votes			229,261,757

 

3.a.	Re-appointment of Mr. Richard L. Clemmer as executive director with effect from June 22, 2018

 

For			228,393,189
Against			65,847
Abstain			802,721
Total Votes			229,261,757

 

3.b.	Re-appointment of Sir Peter Bonfield as non-executive director with effect from June 22, 2018

 

For			225,281,805
Against			3,725,573
Abstain			254,379
Total Votes			229,261,757

 

3.c.	Re-appointment of Mr. Johannes P. Huth as non-executive director with effect from June 22, 2018

 

For			208,233,126
Against			20,821,984
Abstain			206,647
Total Votes			229,261,757

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3.d.	Re-appointment of Mr. Kenneth A. Goldman as non-executive director with effect from June 22, 2018

 

For			202,547,197
Against			26,440,367
Abstain			274,193
Total Votes			229,261,757

 

3.e.	Re-appointment of Mr. Josef Kaeser as non-executive director with effect from June 22, 2018

 

For			215,508,629
Against			13,447,027
Abstain			306,101
Total Votes			229,261,757

 

3.f.	Re-appointment of Mr. Eric Meurice as non-executive director with effect from June 22, 2018

 

For			226,773,068
Against			2,214,661
Abstain			274,028
Total Votes			229,261,757

 

3.g.	Re-appointment of Mr. Peter Smitham as non-executive director with effect from June 22, 2018

 

For			224,478,277
Against			4,724,825
Abstain			58,655
Total Votes			229,261,757

 

3.h.	Re-appointment of Ms. Julie Southern as non-executive director with effect from June 22, 2018

 

For			210,491,423
Against			18,496,530
Abstain			273,804
Total Votes			229,261,757

 

3.i.	Re-appointment of Mr. Gregory Summe as non-executive director with effect from June 22, 2018

 

For			229,102,906
Against			100,397
Abstain			58,454
Total Votes			229,261,757

 

4.a.

Appointment of Mr. Steve Mollenkopf as executive director subject to and conditional upon the occurrence of and effective as of the moment Qualcomm River Holdings B.V. (“Qualcomm”), an indirect wholly owned subsidiary of Qualcomm Incorporated, pays for all shares validly tendered and not properly withdrawn pursuant to Qualcomm’s tender offer to acquire all of the outstanding ordinary shares of the Company (“Closing”).

 

For			228,889,234
Against			193,030
Abstain			179,493
Total Votes			229,261,757

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4.b.	Appointment of Mr. George S. Davis as non-executive director subject to and conditional upon the occurrence of and effective as of Closing

 

For			228,822,250
Against			260,014
Abstain			179,493
Total Votes			229,261,757

 

4.c.	Appointment of Mr. Donald J. Rosenberg as non-executive director subject to and conditional upon the occurrence of and effective as of Closing

 

For			228,857,308
Against			224,957
Abstain			179,492
Total Votes			229,261,757

 

4.d.	Appointment of Mr. Brian Modoff as non-executive director subject to and conditional upon the occurrence of and effective as of Closing

 

For			228,857,761
Against			224,503
Abstain			179,493
Total Votes			229,261,757

 

4.e.	Appointment of Mr. Rob ter Haar as non-executive director subject to and conditional upon the occurrence of and effective as of Closing

 

For			228,953,692
Against			128,572
Abstain			179,493
Total Votes			229,261,757

 

4.f.	Appointment of Prof. Dr. Steven Perrick as non-executive director subject to and conditional upon the occurrence of and effective as of Closing

 

For			228,954,020
Against			128,444
Abstain			179,293
Total Votes			229,261,757

 

5.a.	Authorization of the Board of Directors to issue shares or grant rights to acquire shares

 

For			224,120,660
Against			5,082,469
Abstain			58,628
Total Votes			229,261,757

 

5.b.	Authorization of the Board of Directors to restrict or exclude pre-emption rights

 

For			222,356,277
Against			6,846,810
Abstain			58,670
Total Votes			229,261,757

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6.	Authorization of the Board of Directors to repurchase shares in NXP’s capital

 

For			227,076,137
Against			2,008,857
Abstain			176,763
Total Votes			229,261,757

 

7.	Authorization to cancel repurchased shares in NXP’s capital

 

For			229,193,452
Against			10,059
Abstain			58,246
Total Votes			229,261,757

 

8.	Re-appointment of KPMG Accountants N.V. as NXP’s external auditor

 

For			258,497,019
Against			1,827,774
Abstain			157,165
Total Votes			260,481,958

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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, thereunto duly authorized at Eindhoven, on the 22nd day of June 2018.