Autoliv, Inc. (NYSE:ALV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Autoliv, Inc. (the Company) announced on May 8, 2017 that
Ms.Aicha Evans, a member of the Board of Directors (the Board) of
the Company, informed the Board on May6, 2017 of her decision to
withdraw her candidacy for re-election to the Board at the
Companys 2017 Annual Meeting of Stockholders (the Annual Meeting)
due to changes in her current professional responsibilities.
Ms.Evans service on the Board ended at the conclusion of the
Annual Meeting. Ms.Evans has served as a director of the Company
since February 2015.
The Board did not nominate a director to replace Ms.Evans for
election at the Annual Meeting and will not fill the vacancy
resulting from her service ending. Accordingly, the Board has
taken action to reduce its size to nine directors.
A copy of the press release dated May8, 2017 is filed as Exhibit
99.1 to this report and is incorporated herein by reference.
Item5.07 Submission of Matters to a Vote of Security
Holders.
On May9, 2017 the Company held its Annual Meeting, where a total
of 56,456,367 shares were represented in person or by valid
proxy. As announced in the Companys press release dated May9,
2017, the Companys stockholders took the following actions:
Election of Directors
Mr.RobertW. Alspaugh, Mr.Jan Carlson, Mr.Leif Johansson,
Mr.DavidE. Kepler, Mr.Franz-Josef Kortm, Dr.Xiaozhi Liu, Mr.James
Ringler, Mr.Kazuhiko Sakamoto and Dr.Wolfgang Ziebart were each
re-elected to the
Board for a one-year term until the 2018 annual meeting of
stockholders.
The votes cast
were as follows:
Mr.RobertW.
Alspaugh: 54,285,544 votes for, 908,787 votes withheld and
1,262,036 broker non-votes.
Mr.Jan Carlson:
44,895,581 votes for, 10,298,750 votes withheld and 1,262,036
broker non-votes.
Mr.Leif Johansson:
53,751,598 votes for, 1,442,733 votes withheld and 1,262,036
broker non-votes.
Mr.David E.
Kepler: 54,437,181 votes for, 757,150 votes withheld and
1,262,036 broker non-votes.
Mr.Franz-Josef
Kortm: 53,901,313 votes for, 1,293,018 votes withheld and
1,262,036 broker non-votes.
Dr.Xiaozhi Liu:
53,777,666 votes for, 1,416,665 votes withheld and 1,262,036
broker non-votes.
Mr.James Ringler:
50,692,435 votes for, 4,501,896 votes withheld and 1,262,036
broker non-votes.
Mr.Kazuhiko
Sakamoto: 54,435,198 votes for, 759,133 votes withheld and
1,262,036 broker non-votes.
Dr.Wolfgang
Ziebart: 54,440,746 votes for, 753,585 votes withheld and
1,262,036 broker non-votes.
Advisory Vote
to Approve Executive Compensation
Stockholders of
the Company approved, on a non-binding, advisory basis, a
resolution approving the compensation of the Companys named
executive officers for fiscal year 2016. The votes cast were as
follows:
45,152,386 votes
for, 8,441,886 votes against, 1,600,059 abstentions and 1,262,036
broker non-votes.
Advisory Vote
on Frequency of Future Advisory Votes to Approve Executive
Compensation
Stockholders of
the Company determined, on a non-binding, advisory basis, to hold
future advisory votes to approve the compensation of the Companys
named executive officers at a frequency of every one year. The
votes were cast as follows:
49,747,627 votes
for every one year, 28,303 votes for every two years, 1,688,793
votes for every three years, 3,729,608 abstentions and 1,262,036
broker non-votes.
Based on the outcome of the
vote on the frequency of future advisory votes to approve
executive compensation and consistent with its recommendation,
the Board has determined that the Company will continue to hold
such votes to approve executive compensation every one year until
the next required frequency vote. Accordingly, the Company will
hold its next advisory vote to approve executive compensation at
its 2018 annual meeting of stockholders.
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Ratification of Appointment
of Independent Auditors
Stockholders of the Company
ratified the appointment of Ernst Young AB as the Companys
independent registered public accounting firm for fiscal year
ending December31, 2017. The votes cast were as
follows:
55,203,073 votes for, 343,253
votes against, 910,041 abstentions and 0 broker non-votes.
The proposals presented at the
Annual Meeting are described in detail in the Companys Definitive
Proxy Statement for the Annual Meeting, which was filed with the
Securities and Exchange Commission on March24,
2017.
A copy of the press release
dated May9, 2017 is filed as Exhibit 99.2 to this report and is
incorporated herein by reference.
Item8.01 Other
Events.
Committees of the
Board
In the press release dated
May9, 2017, the Board announced changes to the membership of its
committees that were approved by the Board effective as of May9,
2017, which are now composed as follows:
Audit Committee: Robert W.
Alspaugh (Chairman), David E. Kepler and Wolfgang
Ziebart
Leadership Development and
Compensation Committee: James M. Ringler (Chairman), Leif
Johansson and Xiaozhi Liu
Nominating and Corporate
Governance Committee: Leif Johansson (Chairman), Franz-Josef
Kortm, Xiaozhi Liu and James M. Ringler
Risk and Compliance Committee:
David E. Kepler (Chairman), Robert W. Alspaugh, Kazuhiko Sakamoto
and Wolfgang Ziebart
Third Quarter
Dividend
In the same press release
dated May9, 2017, the Company announced that the Board declared a
quarterly dividend of 60 cents per share for the third quarter of
2017. The dividend will be payable on September7, 2017 to Company
stockholders of record on the close of business on August23,
2017. The ex-date will be August21, 2017 for holders of the
common stock listed on the New York Stock Exchange and August22,
2017 for holders of Swedish Depository Receipts listed on the
NASDAQ Stockholm.
A copy of the press release
dated May9, 2017 is filed as Exhibit 99.2 to this report and is
incorporated herein by reference.
Item9.01 Financial
Statements and Exhibits.
(d)
EXHIBITS
| 99.1 | Press Release of Autoliv, Inc. dated May8, 2017. | |
| 99.2 | Press Release of Autoliv, Inc. dated May9, 2017. |
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About Autoliv, Inc. (NYSE:ALV)
Autoliv, Inc. is a developer, manufacturer and supplier to the automotive industry of automotive safety systems. The Company operates through two segments: Passive Safety and Electronics. Passive Safety segment includes airbags, seatbelts and steering wheels. Electronics segment includes active safety products, such as camera-based vision systems, night driving assist, automotive radars, brake controls and other active safety systems, and passive safety electronic products, such as restraint electronics and crash sensors. Passive safety systems manage vehicle safety and include modules and components for passenger and driver-side airbags, side-impact airbag protection systems, seatbelts, steering wheels, inflator technologies, whiplash protection systems and child seats, and components for such systems passive safety electronic products, such as restraint electronics and crash sensors. Active safety systems intervene before a collision to make accidents avoidable or to reduce impact. Autoliv, Inc. (NYSE:ALV) Recent Trading Information
Autoliv, Inc. (NYSE:ALV) closed its last trading session up +1.08 at 103.78 with 443,836 shares trading hands.