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 OfficersItem 5.02
As previously announced, Autoliv, Inc. (the “Company”) intends to spin off its electronics business into a new public company called Veoneer, Inc. (“Veoneer”) with trading in Veoneer stock expected to begin early in the third quarter of 2018. On May8, 2018, following the Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”), the Board of Directors of the Company (the “Autoliv Board”) considered the composition of the Autoliv Board and the board of directors of Veoneer (the “Veoneer Board”) following the intended spin-off of Veoneer. The Company announced that five of the current members of the Autoliv Board are expected to serve on the Veoneer Board following the completion of the spin-off. The five current members of the Autoliv Board who are expected to serve on the Veoneer Board following completion of the spin-off are Robert W. Alspaugh, Jan Carlson, James M. Ringler, Kazuhiko Sakamoto and Wolfgang Ziebart. It is expected that Mr.Alspaugh, Mr.Sakamoto and Dr.Ziebart will resign from the Autoliv Board in connection with the completion of the spin-off and the size of the Autoliv Board will be reduced accordingly. Mr.Carlson and Mr.Ringler intend to continue to serve on Autoliv’s Board after the completion of the spin-off. The changes to the Autoliv Board described above are contingent upon the completion of the spin-off. Additional members of the Veoneer Board will be determined at a later date but prior to the spin-off.
| Item 5.02 | Submission of Matters to a Vote of Security Holders. |
On May8, 2018, the Company held the Annual Meeting where a total of 59,500,480 shares were represented in person or by valid proxy. As announced in the Company’s press release dated May8, 2018, the Company’s stockholders took the following actions:
Election of Directors
Robert W. Alspaugh, Jan Carlson, Hasse Johansson, Leif Johansson, David E. Kepler, Franz-Josef Kortüm, Xiaozhi Liu, James M. Ringler, Kazuhiko Sakamoto, Thaddeus“Ted” Senko and Wolfgang Ziebart were each re-elected to the Autoliv Board for a one-year term until the 2019 annual meeting of stockholders.
The votes cast were as follows:
Robert W. Alspaugh: 57,671,341 votes for, 601,725 votes withheld and 1,227,414 broker non-votes.
Jan Carlson: 49,435,407 votes for, 8,837,659 votes withheld and 1,227,414 broker non-votes.
Hasse Johansson: 58,089,067 votes for, 183,999 votes withheld and 1,227,414 broker non-votes.
Leif Johansson: 57,565,630 votes for, 707,436 votes withheld and 1,227,414 broker non-votes.
David E. Kepler: 58,082,645 votes for, 190,421 votes withheld and 1,227,414 broker non-votes.
Franz-Josef Kortüm: 57,919,534 votes for, 353,532 votes withheld and 1,227,414 broker non-votes.
Xiaozhi Liu: 57,837,315 votes for, 435,751 votes withheld and 1,227,414 broker non-votes.
James M. Ringler: 55,737,594 votes for, 2,535,472 votes withheld and 1,227,414 broker non-votes.
Kazuhiko Sakamoto: 58,084,952 votes for, 188,114 votes withheld and 1,227,414 broker non-votes.
Thaddeus“Ted” Senko: 58,082,427 votes for, 190,639 votes withheld and 1,227,414 broker non-votes.
Wolfgang Ziebart: 58,076,798 votes for, 196,268 votes withheld and 1,227,414 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 Company’s named executive officers for fiscal year 2017. The votes cast were as follows:
48,641,659 votes for, 9,319,869 votes against, 311,538 abstentions and 0 broker non-votes.
Ratification of Appointment of Independent Auditors
Stockholders of the Company ratified the appointment of Ernst& Young AB as the Company’s independent registered public accounting firm for fiscal year ending December31, 2018. The votes cast were as follows:
58,538,009 votes for, 671,281 votes against, 291,190 abstentions and 0 broker non-votes.
The proposals presented at the Annual Meeting are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March26, 2018.
A copy of the press release dated May8, 2018 is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Committees of the Board
In the press release dated May8, 2018, the Company announced changes to the membership of the committees of the Autoliv Board, which were approved by the Autoliv Board effective as of May8, 2018, and are now composed as follows:
Audit Committee: Robert W. Alspaugh (Chairman), David E. Kepler, Thaddeus“Ted” Senko 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 Kortüm, Xiaozhi Liu and James M.Ringler
Risk and Compliance Committee: David E. Kepler (Chairman), Hasse Johansson, Kazuhiko Sakamoto, Thaddeus“Ted” Senko and Wolfgang Ziebart
Third Quarter Dividend
In the same press release, the Company announced that the Autoliv Board declared a quarterly dividend of $0.62 cents per share for the third quarter of 2018. The dividend will be payable on Thursday, September6 to the Company stockholders of record on the close of business on Wednesday, August 22.
A copy of the press release dated May8, 2018 is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 5.02 | Financial Statements and Exhibits. |
(d) EXHIBITS
| 99.1 | Press Release of Autoliv, Inc. dated May8, 2018. |
EXHIBIT INDEX
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Exhibit No. |
Description |
| 99.1 | Press Release of Autoliv, Inc. dated May8, 2018. |
AUTOLIV INC ExhibitEX-99.1 2 d550342dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Autoliv holds annual general meeting and provides update on expected directors of Veoneer (Stockholm,…To view the full exhibit click here
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 down -0.36 at 139.35 with shares trading hands.
