8-K
AUTOLIV INC (ALV)
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): December 8, 2020
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, | ||
| --- | ||
| 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) |
| --- | --- |
| ☐ | 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-4(c)) |
| --- | --- |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
(d) On December 8, 2020, the Board of Directors (the “Board”) of Autoliv, Inc. (the “Company”) expanded the size of the Board from eleven to twelve members and elected Mr. Frédéric Lissalde to fill the vacancy, effective immediately. Mr. Lissalde has a term expiring at the 2021 Annual Meeting of Stockholders.
Mr. Lissalde will enter into an indemnification agreement substantially in the form of the indemnification agreement previously entered into with each of the Company’s existing officers and directors, a form of which has been filed as Exhibit 10.6 to Form 10-Q (File No. 001-12933), filed October 25, 2019. The Company will compensate Mr. Lissalde consistent with its other independent directors in connection with his election to the Board. There are no transactions in which Mr. Lissalde has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Lissalde and any other persons pursuant to which he was selected as a director.
A copy of the press release announcing the appointment of Mr. Lissalde is filed as Exhibit 99.1 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 December 8, 2020. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
| Exhibit<br> <br>No. | Description |
|---|---|
| 99.1 | Press Release of Autoliv, Inc. dated December 8, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 8, 2020
EX-99.1
Exhibit 99.1
| PRESS RELEASE |
|---|
Autoliv Appoints Frédéric Lissalde to its Board of Directors
(Stockholm, Sweden, December 8, 2020) – Autoliv, Inc.(NYSE: ALV and SSE: ALIVsdb), the worldwide leader in automotive safety systems, announces that it has added a new independent member to its Board of Directors effective today.
On December 8, 2020, Autoliv announced that its Board of Directors has appointed Mr. Frédéric Lissalde as an independent director to the Autoliv Board of Directors effective immediately. With the addition of Mr. Lissalde, Autoliv has expanded its Board size from eleven to twelve directors.
Mr. Lissalde is President, Chief Executive Officer, and a member of the board of directors of BorgWarner Inc. since August 2018. Mr. Lissalde has held positions of increasingly significant responsibility during his career with BorgWarner since he joined in 1999. He previously served as Executive Vice President and Chief Operating Officer and before that, President and General Manager of BorgWarner Turbo Systems. Prior to joining BorgWarner, Mr. Lissalde held positions at Valeo and ZF in several functional areas in the United Kingdom, Japan, and France. Mr. Lissalde holds a Masters of Engineering degree from ENSAM - Ecole Nationale Supérieure des Arts et Métiers - Paris, and an MBA from HEC Paris. He is also a graduate of executive courses at INSEAD, Harvard, and MIT.
“Having previously served as a Board member of BorgWarner, Inc., I have had the pleasure to work with and recognize the managerial talents of Fred and I am excited to welcome him to the Autoliv Board of Directors,” said Jan Carlson, Chairman of the Board of Directors of Autoliv, Inc. “Fred adds even more automotive supplier industry knowledge and experience to the Autoliv Board at a dynamic time for Autoliv and the automotive industry.”
Mr. Lissalde is appointed for a term expiring at the 2021 Annual General Meeting of Stockholders and has joined the Leadership Development and Compensation Committee.
Inquiries:
Media: Gabriella Ekelund, Tel +46 (70) 612 64 24
Investors & Analysts: Anders Trapp, Tel +46 (0)8 587 206 71
Investors & Analysts: Henrik Kaar, Tel +46 (0)8 587 206 14
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.Our products save over 30,000 lives each year and prevent ten times as many severe injuries.
Our more than 65,000 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 2019 amounted to US $ 8,548 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 achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-lookingstatements. Numerous risks, uncertainties and other factors may 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 orany other 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 ofnew information or future events, except as required by law.
Autoliv Inc.
Box 70381, 107 24 Stockholm, Sweden
Visiting address: World Trade Center,
Klarabergsviadukten 70, B7, 111 64 Stockholm
Phone: +46 (0)8 587 20650