8-K

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 12, 2021

Autoliv, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-12933	51-0378542
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
Klarabergsviadukten 70, Section B, 7^th^ Floor,
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Box 70381,
SE-107 24, Stockholm, Sweden
(Address and Zip Code of principal executive offices)

+46 8 587 20 600

(Registrant’s telephone number, including area code)

Not Applicable

(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 (seeGeneral Instruction A.2. below):

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common stock, $1.00 par value	ALV	New York Stock Exchange

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

On May 12, 2021, Autoliv, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), where a total of 61,821,838 shares were represented in person or by valid proxy. 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 March 24, 2021. At the Annual Meeting, the Company’s stockholders took the following actions:

Election of Directors

Mr. Mikael Bratt, Ms. Laurie Brlas, Mr. Jan Carlson, Mr. Hasse Johansson, Mr. Leif Johansson, Mr. Franz-Josef Kortüm, Mr. Frédéric Lissalde, Ms. Min Liu, Dr. Xiaozhi Liu, Mr. Martin Lundstedt, and Mr. Thaddeus “Ted” Senko were each elected to the Company’s board of directors (the “Board”) for a one-year term until the 2022 annual meeting of stockholders.

The votes cast were as follows:

Mr. Mikael Bratt: 60,989,502 votes for, 97,812 votes withheld and 734,524 broker non-votes.

Ms. Laurie Brlas: 60,881,147 votes for, 206,167 votes withheld and 734,524 broker non-votes.

Mr. Jan Carlson: 54,274,003 votes for, 6,813,311 votes withheld and 734,524 broker non-votes.

Mr. Hasse Johansson: 60,642,679 votes for, 444,635 votes withheld and 734,524 broker non-votes.

Mr. Leif Johansson: 59,782,789 votes for, 1,304,525 votes withheld and 734,524 broker non-votes.

Mr. Franz-Josef Kortüm: 60,642,601 votes for, 444,713 votes withheld and 734,524 broker non-votes.

Mr. Frédéric Lissalde: 60,978,557 votes for, 108,757 votes withheld and 734,524 broker non-votes.

Ms. Min Liu: 60,992,772 votes for, 94,542 votes withheld and 734,524broker non-votes.

Dr. Xiaozhi Liu: 60,848,597 votes for, 238,717 votes withheld and 734,524 broker non-votes.

Mr. Martin Lundstedt: 60,985,226 votes for, 102,088 votes withheld and 734,524 broker non-votes.

Mr. Thaddeus “Ted” Senko: 60,589,988 votes for, 497,326 votes withheld and 734,524 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 2020. The votes cast were as follows:

49,911,834 votes for, 10,993,066 votes against, 182,414 abstentions and 734,524 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 December 31, 2021. The votes cast were as follows:

59,025,336 votes for, 2,729,434 votes against, 67,068 abstentions and 0 broker non-votes.

A copy of the press release dated May 13, 2021 regarding the results of the Annual Meeting is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01	Other Events.

Committees of the Board and Lead Independent Director

In the press release dated May 13, 2021, the Company announced changes approved by the Board effective as of May 12, 2021 to the standing Board committees and the membership of those committees. The standing committees are now composed as follows:

Audit and Risk Committee: Ted Senko (Chair), Laurie Brlas, Hasse Johansson, and Min Liu

Leadership Development and Compensation Committee: Frédéric Lissalde (Chair), Leif Johansson, Xiaozhi Liu, and Martin Lundstedt

Nominating and Corporate Governance Committee: Leif Johansson (Chair), Laurie Brlas, Franz-Josef Kortüm, and Frédéric Lissalde

In the same press release, the Company also announced that the independent members of the Board elected Franz-Josef Kortüm as the Lead Independent Director of the Board and that Jan Carlson continues as the Chairman of the Board of Directors.

A copy of the press release dated May 13, 2021 is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Second Quarter Dividend

In a press release dated May 12, 2021, the Company announced that the Board declared a quarterly dividend of $0.62 cents per share for the second quarter of 2021. The dividend will be payable on Monday, June 14, 2021 to the Company stockholders of record on the close of business on Friday, May 28, 2021.

A copy of the press release dated May 12, 2021 regarding the second quarter dividend is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) EXHIBITS

99.1	Press Release of Autoliv, Inc. dated May 13, 2021 (Annual Meeting).
99.2	Press Release of Autoliv, Inc. dated May 12, 2021 (Dividend Declaration).

EXHIBIT INDEX

Exhibit<br> <br>No.	Description
99.1	Press Release of Autoliv, Inc. dated May 13, 2021 (Annual Meeting).
99.2	Press Release of Autoliv, Inc. dated May 12, 2021 (Dividend Declaration).

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.

AUTOLIV, INC.
By:	/s/ Anthony J. Nellis
Name:	Anthony J. Nellis
Title:	Executive Vice President, Legal Affairs and General Counsel

Date: May 17, 2021

EX-99.1

Exhibit 99.1

PRESS RELEASE

Autoliv Announces Results of 2021 Annual Stockholders Meeting

(Stockholm, Sweden, May 13, 2021) – Autoliv, Inc., (NYSE: ALV and SSE: ALIV.sdb),the worldwide leader in automotive safety systems, today announced the results of its annual general meeting of stockholders held on May 12, 2021.

Annual General Meeting of Stockholders

The Company’s 2021 Annual General Meeting of Stockholders (AGM) voted for approval of the following proposals:

•	The election of Mikael Bratt, Laurie Brlas, Jan Carlson, Hasse Johansson, Leif Johansson, Franz-Josef<br>Kortüm, Frédéric Lissalde, Min Liu, Xiaozhi Liu, Martin Lundstedt, and Thaddeus “Ted” Senko as directors of the Board for a one-year term ending at the 2022 AGM;<br>
•	The non-binding, advisory resolution to approve the Company’s 2020<br>executive compensation for its named executive officers; and
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•	The ratification of the appointment of Ernst & Young AB as the Company’s independent auditing firm<br>for the fiscal year ending December 31, 2021.
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Committees of the Board

At the Board meeting, the Board approved changes to its standing committees and their membership, effective immediately, which are now composed as follows:

•	Audit and Risk Committee:

Ted Senko (Chair), Laurie Brlas, Hasse Johansson, and Min Liu

•	Leadership Development and Compensation Committee:

Frédéric Lissalde (Chair), Leif Johansson, Xiaozhi Liu, and Martin Lundstedt

•	Nominating and Corporate Governance Committee:

Leif Johansson (Chair), Laurie Brlas, Franz-Josef Kortüm, and Frédéric Lissalde

Chairman

The Board resolved that Jan Carlson continue to serve as the Chairman of the Board.

Lead Independent Director

Pursuant to the Company’s Corporate Governance Guidelines, the independent members of the Board resolved that Franz-Josef Kortüm will serve as the Lead Independent Director of the Board.

Inquiries:

Investors & Analysts: Anders Trapp, Tel +46 (0)8 587 206 71

Investors & Analysts: Henrik Kaar, Tel +46 (0)8 587 206 14

Media: Gabriella Ekelund, Tel +46 (70) 612 64 24

Autoliv Inc.<br> <br>Box 70381, 107 24<br>Stockholm, Sverige<br> <br>Besöksadress: World Trade Center,<br><br><br>Klarabergsviadukten 70, B7, 111 64 Stockholm<br> <br>Tfn: +46 (0)8<br>58720614<br> <br>E-mail: henrik.kaar@autoliv.com

About Autoliv

Autoliv, Inc. is the worldwide leader in vehicle safety systems, and through our subsidiaries we develop, manufacture and market protective systems, such asairbags, seatbelts, steering wheels and pedestrian protection systems for all major automotive manufacturers in the world. In 2020, our products saved over 33,000 lives and prevented ten times as many severe injuries.

Our more than 68,000 associates in 27 countries are passionate about our vision of Saving More Lives and quality is at the heart of everything we do. Wehave 14 technical centers, with 20 test tracks. Sales in 2020 amounted to US $ 7,447 million. The shares are listed on the New York Stock Exchange (NYSE: ALV) and the Swedish Depository Receipts on Nasdaq Stockholm (ALIV sdb). For moreinformation go to www.autoliv.com.

Autoliv Inc.<br> <br>Box 70381, 107 24<br>Stockholm, Sverige<br> <br>Besöksadress: World Trade Center,<br><br><br>Klarabergsviadukten 70, B7, 111 64 Stockholm<br> <br>Tfn: +46 (0)8<br>58720614<br> <br>E-mail: henrik.kaar@autoliv.com

EX-99.2

Exhibit 99.2

PRESS RELEASE

Autoliv Reinstates and Declares Quarterly Dividend

(Stockholm, Sweden, May 12, 2021) – Autoliv, Inc. (NYSE:ALV and SSE: ALIVsdb), the worldwide leader in vehicle safety systems, today announced that its Board of Directors has decided to reinstate quarterly dividends and declared a quarterly dividend of 62 cents per share for the second quarter of 2021.

“Although the COVID-19 pandemic is not yet behind us, the significant improvement in profitability and free cash flow generation over the recent quarters shows that we have built a solid platform towards our mid-term financial targets”, says Jan Carlson, Chairman of the Board of Directors. “It is our ambition to consistently create competitive shareholder value through our purpose-led strategy and operations, and I am happy that we can now reinstate our quarterly dividend.” continues Mr. Carlson.

The dividend will be payable on Monday, June 14, 2021 to Autoliv shareholders of record on the close of business on Friday, May 28. The ex-date will be Thursday, May 27, for holders of common stock listed on the New York Stock Exchange (NYSE) as well as for holders of Swedish Depository Receipts (SDRs) listed on Nasdaq Stockholm.

Inquiries:

Investors & Analysts: Anders Trapp, Tel +46 (0)8 587 206 71

Investors & Analysts: Henrik Kaar, Tel +46 (0)8 587 206 14

Media: Gabriella Ekelund, Tel +46 (70) 612 64 24

This information is information that Autoliv, Inc. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the contact person set out above, at 4:00 pm CET on May 12, 2021.

About Autoliv

Autoliv, Inc. is the worldwideleader in vehicle safety systems, and through our subsidiaries we develop, manufacture and market protective systems, such as airbags, seatbelts, steering wheels and pedestrian protection systems for all major automotive manufacturers in the world.In 2020, our products saved over 33,000 lives and prevented ten times as many severe injuries.

Our more than 68,000 associates in 27 countries arepassionate about our vision of Saving More Lives and quality is at the heart of everything we do. We have 14 technical centers, with 20 test tracks. Sales in 2020 amounted to US $ 7,447 million. The shares are listed on the New York StockExchange (NYSE: ALV) and the Swedish Depository Receipts on Nasdaq Stockholm (ALIV sdb). For more information go to www.autoliv.com.

Safe Harbor Statement

This report containsstatements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developmentsthat Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and data available from third parties. Our expectations and assumptionsare expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject toknown and unknown risks, uncertainties and other factors which may cause actual future results, performance or

Autoliv Inc.<br> <br>Box 70381, 107 24<br>Stockholm, Sweden<br> <br>Visiting address: World Trade Center,<br><br><br>Klarabergsviadukten 70, B7, 111 64 Stockholm<br> <br>Phone: +46<br>(0)8 587 20600<br> <br>E-mail: gabriella.ekelund@autoliv.com

achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factorsmay cause actual results to differ materially from those set out in the forward-looking statements, including general economic conditions and fluctuations in the global automotive market. For any forward-looking statements contained in this or anyother document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any such statements in light of newinformation or future events, except as required by law.

Autoliv Inc.<br> <br>Box 70381, 107 24<br>Stockholm<br> <br>Visiting address: World Trade Center,<br><br><br>Klarabergsviadukten 70, B7, 111 64 Stockholm<br> <br>Phone: +46 (0)8<br>58720600