8-K

AUTOLIV INC (ALV)

8-K 2021-03-22 For: 2021-03-19
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Added on April 12, 2026

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): March 19, 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,
Stockholm, Sweden SE-107 24
(Address of principal executive offices) (Zip code)

+46 8 587 206 00

(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 (par value $1.00 per share) 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.

On March 22, 2021, Autoliv, Inc. (the “Company”) issued a press release announcing its nominees for election by the stockholders to the Board of Directors (“the Board”) at the 2021 Annual Stockholders Meeting (“2021 Annual Meeting”).

Mr. James Ringler, a current member of the Board, having reached the mandatory retirement age for directors under the Company’s Corporate Governance Guidelines, will not stand for re-election and his term as a member of the Board will expire at the conclusion of the 2021 Annual Meeting. Mr. David Kepler also notified the Board that he will not stand for re-election to the Board and his term as a director will end at the conclusion of the 2021 Annual Meeting. Mr. Kepler’s decision is not the result of any disagreement with the Company. Additionally, the Board will reduce the size of the Board to eleven members, effective immediately following the closing of the polls for the election of directors at the 2021 Annual Meeting.

A copy of the Company’s press release announcing the matters described herein is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS

99.1 Press Release of Autoliv, Inc. dated March 22, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit<br>    No. Description
99.1 Press Release of Autoliv, Inc. dated March 22, 2021.
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: March 22, 2021

EX-99.1

Exhibit 99.1

PRESS RELEASE

Autoliv Nominates Directors for Election at the 2021 Annual Stockholders Meeting

(Stockholm, Sweden, March 22, 2021) – Autoliv, Inc. (NYSE: ALV and SSE: ALIVsdb),the worldwide leader in automotive safety systems, today announced its nominees for election by the stockholders to the Board of Directors at the 2021 Annual Stockholders Meeting, including Mr. Martin Lundstedt, President and Chief ExecutiveOfficer of AB Volvo as a new nominee for the Board.

The Board of Directors (the “Board”) approved the nomination of Mr. Martin Lundstedt for election at the Annual General Meeting of Stockholders (the “2021 Annual Meeting”). Mr. Lundstedt, age 54, has served as President of AB Volvo, Chief Executive Officer of the Volvo Group, and a member of the Group Executive Board since October 2015. He is also a member of the Board of the European Automobile Manufacturers Association (ACEA) and is a member of the Royal Swedish Academy of Engineering Sciences (IVA). Mr. Lundstedt holds a Master of Science degree from Chalmers University of Technology in Gothenburg, Sweden.

The Board has determined that Mr. Lundstedt is “independent” according to the New York Stock Exchange’s rules and regulations.

Mr. James Ringler, a current member of the Board, has reached the mandatory retirement age set forth in the Company’s Corporate Governance Guidelines and is not eligible to stand for re-election to the Board at the 2021 Annual Meeting.

Additionally, Mr. David Kepler, a current member of the Board, has elected to not stand for re-election and will retire from the Board. Mr. Ringler’s and Mr. Kepler’s service as directors will end at the 2021 Annual Meeting.

All other current Board members have been nominated for election at the 2021 Annual Meeting.

The 2021 Annual Meeting Board of Directors Nominees:

1. Mikael Bratt
2. Laurie Brlas
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3. Jan Carlson
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4. Hasse Johansson
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5. Leif Johansson
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6. Franz-Josef Kortüm
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7. Frédéric Lissalde
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8. Min Liu
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9. Xiaozhi Liu
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10. Martin Lundstedt
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11. Ted Senko
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The Board has also approved a reduction in the size of the Board to eleven members effective immediately following the closing of the polls for the election of directors at the 2021 Annual Meeting.

Stockholders Annual General Meeting

As previously announced, the Board has set Wednesday, May 12, 2021 as the date for the 2021 Annual Meeting. To support the health and well-being of our employees, stockholders, and our community, the

Autoliv Inc.

Box 70381, 107 24 Stockholm, Sweden

Visiting address: World Trade Center,

Klarabergsviadukten 70, B7, 111 64 Stockholm

Phone: +46 (0)8 587 20600

E-mail: gabriella.ekelund@autoliv.com

Board has decided that the meeting will be virtual, via webcast, format only. The Board has fixed the close of business on March 15, 2021 as the record date for the 2021 Annual Meeting. All stockholders of record as of the close of business on that date are entitled to vote at the 2021 Annual Meeting. Notice of the 2021 Annual Meeting will be delivered to the holders of record in late March. More information on the Annual Meeting can be found in Autoliv’s proxy statement, which will be available to stockholders in late March.

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.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.

Autoliv Inc.

Box 70381, 107 24 Stockholm, Sweden

Visiting address: World Trade Center,

Klarabergsviadukten 70, B7, 111 64 Stockholm

Phone: +46 (0)8 587 20600