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): August 15, 2022

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>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.

(b) On August 15, 2022, Ms. Min Liu notified the Board of her intention to resign from the Board of Directors (the “Board”) of Autoliv, Inc. (the “Company”) which became effective August 18, 2022. Ms. Liu’s decision is not the result of any disagreement with the Company. Ms. Liu’s nomination to the Board had previously been made pursuant to the Cooperation Agreement between the Company and Cevian Capital II GP Limited (“Cevian”) dated March 1, 2019 (the “Cooperation Agreement”).

(d) In accordance with the terms of the Cooperation Agreement, the Board appointed Mr. Gustav Lundgren, Cevian’s designated replacement, on August 18, 2022 to fill the vacancy left by Ms. Liu’s resignation, effective immediately. Mr. Lundgren is a partner of Cevian Capital which he joined in 2006. He holds a Master of Science in Economics and Business Administration from the Stockholm School of Economics.

Mr. Lundgren’s term will expire at the Company’s 2023 Annual Meeting of Stockholders. The Board determined Mr. Lundgren to be an independent director and appointed him to serve on the Audit and Risk Committee.

Mr. Lundgren 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 with the SEC as Exhibit 10.6 to Form 10-Q (File No. 001-12933) on October 25, 2019 and incorporated herein by reference. The Company will compensate Mr. Lundgren consistent with its other independent directors in connection with his election to the Board. There are no transactions in which Mr. Lundgren has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement, which was filed as Exhibit 10.1 to Form 8-K (file No. 001-12933), filed March 1, 2019 and incorporated herein by reference.

A copy of the press release announcing the resignation of Ms. Liu and the appointment of Mr. Lundgren is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01	Other Events.

Third Quarter Dividend

In a press release dated August 18, 2022, Autoliv announced that the Board declared a quarterly dividend of $0.64 cents per share for the third quarter of 2022. The dividend will be payable on Thursday, September 22, 2022 to the Company stockholders of record on the close of business on Wednesday, September 7, 2022.

A copy of the press release announcing the third quarter dividend 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 August 18, 2022.
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 August 18, 2022.
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<br> <br>General Counsel

Date: August 18, 2022

EX-99.1

Exhibit 99.1

PRESS RELEASE

Autoliv, Inc. appoints Gustav Lundgren to Board of Directors and Declares Quarterly Dividend

(Stockholm, Sweden, August 18, 2022) – The Board of Directors of Autoliv, Inc.(NYSE: ALV and SSE: ALIVsdb), pursuant to the previously disclosed agreement with Cevian Capital II GP Limited (“Cevian”), today appointed Gustav Lundgren to the Board of Directors, replacing Min Liu who resigned. The Board of Directorsalso declared a quarterly dividend of 64 cents for the third quarter of 2022.

Director Appointment

Gustav Lundgren is a partner of Cevian Capital, a 9.99% stockholder of the Company. Mr. Lundgren replaces Min Liu, Cevian’s previously designated director, who resigned from the Autoliv, Inc. Board of Directors on August 18, 2022.

The Board has determined that Gustav Lundgren is an independent director and has appointed him as a member of the Audit and Risk Committee.

Autoliv’s Board of Directors now consists of eleven members, all of whom are independent except Mikael Bratt, our CEO:

•	Jan Carlson, Chairman of the Board
•	Mikael Bratt, President and CEO
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•	Laurie Brlas
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•	Leif Johansson, Chair of the Nomination and Corporate Governance Committee
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•	Hasse Johansson
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•	Franz-Josef Kortüm
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•	Frédéric Lissalde, Chair of the Leadership Development and Compensation Committee<br>
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•	Xiaozhi Liu
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•	Gustav Lundgren
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•	Martin Lundstedt
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•	Thaddeus Senko, Chair of the Audit and Risk Committee
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Gustav Lundgren joined Cevian in 2006. He holds a Master of Science in Economics and Business Administration from the Stockholm School of Economics. He is a Swedish citizen and is based in Stockholm.

Quarterly Dividend

The dividend will be payable on Thursday, September 22, 2022 to Autoliv shareholders of record on the close of business on Wednesday, September 7, 2022. The ex-date will be Tuesday, September 6, 2022 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.

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 first contact person set out below, at 2:00 PM CET on August 18, 2022.

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, 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

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 safetysolutions for riders of powered two wheelers. At Autoliv, we challenge and re-define the standards of mobility safety to sustainably deliver leading solutions. In 2021, our products saved close to 35,000lives. Every year our products prevent more than 300,000 severe injuries.

Our more than 60,000 associates in 28 countries are passionate about ourvision 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 2021 amounted to US $ 8.2 billion. For more informationgo to www.autoliv.com.

Safe Harbor Statement

This report contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities LitigationReform 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 ourcurrent 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 suchforward-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 todiffer 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 inthe 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 forforward-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 bylaw.

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