8-K - ALV - Equibles

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 10, 2023

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, 7th Floor,
---	---
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 (see General 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 Symbol(s)	Name of each exchange on which<br><br>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 5.07 Submission of Matters to a Vote of Security Holders.

On May 11, 2023, Autoliv, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), where a total of 68,199,015 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 23, 2023. 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, Dr. Xiaozhi Liu, Mr. Gustav Lundgren, Mr. Martin Lundstedt, and Mr. Thaddeus Senko were each elected to the Company’s board of directors (the “Board”) for a one-year term until the 2024 annual meeting of stockholders.

The votes cast were as follows:

Mr. Mikael Bratt: 63,564,684 votes for, 476,249 votes withheld, and 4,158,082 broker non-votes.

Ms. Laurie Brlas: 61,295,192 votes for, 2,745,741 votes withheld, and 4,158,082 broker non-votes.

Mr. Jan Carlson: 58,046,225 votes for, 5,994,708 votes withheld, and 4,158,082 broker non-votes.

Mr. Hasse Johansson: 63,491,363 votes for, 549,570 votes withheld, and 4,158,082 broker non-votes.

Mr. Leif Johansson: 55,935,105 votes for, 8,105,828 votes withheld, and 4,158,082 broker non-votes.

Mr. Franz-Josef Kortüm: 61,179,178 votes for, 2,861,755 votes withheld, and 4,158,082 broker non-votes.

Mr. Frédéric Lissalde: 61,481,089 votes for, 2,559,8444 votes withheld, and 4,158,082 broker non-votes.

Dr. Xiaozhi Liu: 63,235,284 votes for, 805,649 votes withheld, and 4,158,082 broker non-votes.

Mr. Gustav Lundgren: 62,353,913 votes for, 1,687,020 votes withheld, and 4,158,082 broker non-votes.

Mr. Martin Lundstedt: 63,536,320 votes for, 504,613 votes withheld, and 4,158,082 broker non-votes.

Mr. Thaddeus Senko: 63,444,932 votes for, 596,001 votes withheld, and 4,158,082 broker non-votes.

Advisory vote to approve executive compensation

62,207,458 votes for, 973,614 votes against, 859,861 abstentions, and 4,158,082 broker non-votes.

Advisory vote on the frequency of advisory votes on executive compensation

62,053,783 votes for ONE YEAR, 87,453 votes for TWO YEARS, 1,477,674 votes for THREE YEARS, 422,023 abstentions, and 4,158,082 broker non-votes..

Ratification of appointment of independent registered public accountants

61,384,861 votes for, 6,350,725 votes against, 463,429 abstentions and 0 broker non-votes.

A copy of the press release dated May 11, 2023 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.

Second Quarter Dividend

In a press release dated May 10, 2023, the Company announced that the Board declared a quarterly dividend of $0.66 cents per share for the second quarter of 2023. The dividend will be payable on Tuesday, June 13, 2023 to the Company stockholders of record on the close of business on Thursday, May 25, 2023.

A copy of the press release dated May 10, 2023 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 11, 2023 (Annual Meeting).
99.2	Press Release of Autoliv, Inc. dated May 10, 2023 (Dividend Declaration).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Autoliv, Inc. dated May 11, 2023 (Annual Meeting).
99.2	Press Release of Autoliv, Inc. dated May 10, 2023 (Dividend Declaration).
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: May 16, 2023

EX-99.1

Exhibit 99.1

PRESS RELEASE

Autoliv Announces Results of 2023 Annual Stockholders Meeting

(Stockholm, Sweden, May 11, 2023) – 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 11, 2023.

Annual General Meeting of Stockholders

The Company’s 2023 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 Kortüm, Frédéric Lissalde, Xiaozhi Liu, Gustav Lundgren, Martin Lundstedt, and Thaddeus “Ted” Senko as directors of the Board for a one-year term ending at the 2024 AGM;

• The non-binding, advisory resolution to approve the Company’s 2022 executive compensation for its named executive officers;

• The non-binding, advisory resolution to conduct annual non-binding, advisory votes to approve the Company’s executive compensation for its named executive officers; and

• The ratification of the appointment of Ernst & Young AB as the Company’s independent auditing firm for the fiscal year ending December 31, 2023.

Committees of the Board

At the Board meeting, the Board approved the membership of its standing committees as follows:

• Audit and Risk Committee:

Ted Senko (Chair), Laurie Brlas, Hasse Johansson, and Gustav Lundgren

• 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 continues to serve as the Chairman 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 Stockholm, Sverige<br><br>Besöksadress: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm<br><br>Tfn: +46 (0)8 58720614<br><br>E-mail: henrik.kaar@autoliv.com

About Autoliv

Autoliv, Inc. (NYSE: ALV; Nasdaq Stockholm: ALIV.sdb) is the worldwide leader in automotive safety systems. Through our group companies, we develop, manufacture and market protective systems, such as airbags, seatbelts, and steering wheels for all major automotive manufacturers in the world as well as mobility safety solutions, such as pedestrian protection, connected safety services and safety solutions for riders of powered two wheelers. At Autoliv, we challenge and re-define the standards of mobility safety to sustainably deliver leading solutions. In 2022, our products saved close to 35,000 lives and reduced more than 450,000 injuries.

Our close to 70,000 associates in 27 countries are passionate about our vision of Saving More Lives and quality is at the heart of everything we do. We drive innovation, research, and development at our 14 technical centers, with their 20 test tracks. Sales in 2022 amounted to US $ 8.8 billion. For more information go to www.autoliv.com.

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

EX-99.2

Exhibit 99.2

PRESS RELEASE

Autoliv Declares Quarterly Dividend

(Auburn Hills, Michigan, USA, May 10, 2023) – Autoliv, Inc. (NYSE: ALV and SSE: ALIV.sdb), the worldwide leader in automotive safety systems, today announced that its Board of Directors has declared a quarterly dividend of 66 cents for the second quarter of 2023.

The dividend will be payable on Tuesday, June 13, 2023 to Autoliv shareholders of record on the close of business on Thursday, May 25. The ex-date will be Wednesday, May 24, 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 (0)8 587 206 02

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 4:15 PM ET on May 10, 2023.

About Autoliv

Safe Harbor Statement

This report contains statements 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 developments that 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 assumptions are 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 to known 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-looking statements. 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 or any 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 of new information or future events, except as required by law.

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