CNH Industrial N.V 8-K, filed Apr 19, 2023
CNH Industrial N.V. (CNH)
About this 8-K
CNH Industrial N.V filed this 8-K on April 19, 2023, reporting on events of April 14, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| N/A | ||
| (Address of principal executive offices) | (Zip Code) |
+44
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| 1 | ||||
1 In addition to the New York Stock Exchange, CNHI common shares are listed on the Euronext Milan, the regulated market of Borsa Italiana, in Italy.
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:
| 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)) |
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
CNH Industrial N.V. (the “Company”) held its annual general meeting of shareholders on April 14, 2023 (the “AGM”). Set forth below are the voting results for each resolution submitted to a vote of the Company’s shareholders at the AGM. In accordance with the Company’s Articles of Association, votes abstained and broker non-votes have not been calculated as part of the votes cast at the AGM. Broker non-votes were not recorded as part of the votes cast at the AGM.
Resolution 2.b.: Adoption of the 2022 Annual Financial Statements
The resolution requested that shareholders approve the 2022 Annual Financial Statements and was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,435,938,819 | 99.91 | 1,226,090 | 0.9 | 2,754,573 | N/A |
Resolution 2.c.: Proposal of a dividend for 2022 of €0.36 per common share
This resolution requested that shareholders approve a dividend payment of €0.36 per common share and was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,436,492,574 | 99.92 | 1,103,818 | 0.8 | 2,323,090 | N/A |
Resolution 2.d.: Proposal to discharge the executive directors and the non-executive directors for the performance of their duties in 2022
This resolution requested that the executive and the non-executive directors be discharged for the performance of their duties in 2022. This release of liability is limited to facts known on the basis of the 2022 annual report, the 2022 Annual Financial Statements and disclosures and statements made during the AGM. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,433,025,471 | 99.79 | 3,019,161 | 0.21 | 3,874,850 | N/A |
Resolution 3.a.: Advisory vote regarding the application of the remuneration policy in 2022
This resolution requested that shareholders approve the application of the remuneration policy in 2022, on an advisory basis, and was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,289,956,044 | 89.79 | 146,662,219 | 10.21 | 3,301,219 | N/A |
Resolution 3.b.: Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans
This resolution requested that shareholders approve the issuance of rights to subscribe for up to 3,100,000 common shares to executive directors under equity incentive plans and was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,306,568,721 | 90.90 | 130,731,101 | 9.10 | 2,632,160 | N/A |
Resolutions 4.a. – 4.i.: Proposal to appoint executive and non-executive directors
All nominees for appointment to the Board of Directors were appointed, each to a one-year term, with the following vote:
| For | % | Against | % | Abstain | Broker Non-Vote |
|||||||||||||||||||
| Suzanne Heywood |
1,240,012,787 | 86.28 | 197,244,028 | 13.72 | 2,662,667 | N/A | ||||||||||||||||||
| Scott W. Wine |
1,437,234,717 | 99.96 | 504,877 | 0.04 | 2,192,388 | N/A | ||||||||||||||||||
| Howard W. Buffett |
1,396,005,736 | 97.10 | 41,713,484 | 2.90 | 2,200,262 | N/A | ||||||||||||||||||
| Karen Linehan |
1,401,914,245 | 97.51 | 35,793,656 | 2.49 | 2,211,581 | N/A | ||||||||||||||||||
| Alessandro Nasi |
1,152,118,910 | 80.17 | 284,943,994 | 19.83 | 2,856,578 | N/A | ||||||||||||||||||
| Vagn Sørensen |
1,431,227,570 | 99.55 | 6,469,981 | 0.45 | 2,221,931 | N/A | ||||||||||||||||||
| Åsa Tamsons |
1,435,531,926 | 99.85 | 2,168,217 | 0.15 | 2,219,339 | N/A | ||||||||||||||||||
| Elizabeth Bastoni |
1,367,660,113 | 95.13 | 70,048,358 | 4.87 | 2,211,011 | N/A | ||||||||||||||||||
| Richard J. Kramer |
1,415,928,525 | 98.49 | 21,778,868 | 1.51 | 2,212,089 | N/A | ||||||||||||||||||
Resolution 5.a.: Authorization to issue shares and/or grant rights to subscribe for shares
This resolution requested that shareholders authorize the Board of Directors, for a period of 18 months beginning on April 14, 2023, to issue shares or grant rights to subscribe for shares. The authorization is limited to 10% of the Company’s issued share capital per the date of the Annual General Meeting of 2023. The authorization may be used in connection with awards under the Company’s equity incentive plans, but may also serve other purposes, such as the funding of acquisitions. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,430,628,174 | 99.58 | 6,065,813 | 0.42 | 3,225,495 | N/A |
Resolution 5.b.: Authorization to limit or exclude pre-emptive rights
This resolution requested that shareholders authorize the Board of Directors for a period of 18 months, beginning April 14, 2023, to restrict or exclude shareholders’ pre-emptive rights in relation to the issue of shares or the granting of rights to subscribe for shares pursuant to the authorization under resolution 5.a. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,426,811,052 | 99.27 | 10,508,909 | 0.73 | 2,599,521 | N/A |
Resolution 5.c.: Authorization to issue special voting shares
This resolution requested that shareholders authorize the Board of Directors to issue special voting shares for a period of 5 years, beginning on the date the current authorization expires, or September 27, 2023. The authorization will be limited to 10% of the Company’s issued share capital per the date of the Annual General Meeting of 2023. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 968,633,290 | 67.39 | 468,644,055 | 32.61 | 2,642,137 | N/A |
Resolution 5.d.: Authorization to repurchase own shares
This resolution requested that shareholders authorize the Board of Directors for a period of 18 months, beginning on April 14, 2023, to acquire common shares in its own share capital on Euronext Milan or the New York Stock Exchange or through other means (including but not limited to derivatives, private, over-the-counter, or block trades or otherwise), subject to terms set forth in the AGM materials. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,430,693,021 | 99.63 | 5,370,688 | 0.37 | 3,855,773 | N/A |
Resolution 6: Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year
The proposal to re-appoint Deloitte Accountants B.V. as the Company’s independent auditor for the 2024 financial year was approved with the following vote:
| For |
% |
Against |
% |
Abstain |
Broker Non-Vote | |||||
| 1,436,718,965 | 99.94 | 866,527 | 0.06 | 2,333,990 | N/A |
Item 7.01 Regulation FD Disclosure
On April 14, 2023, the Company issued a press release announcing the voting results at the AGM. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On April 19, 2023, the Company issued a press release announcing the divestiture of its business activities in Russia for a total consideration of approximately $60 million. For the fiscal year ending 2021, the last full year of operations, the Russian operations generated revenue of approximately $380 million, representing 2% of the Company’s consolidated revenue in 2021. During the quarter ended March 31, 2022, the Company recorded charges of $71 million related to assets write down, financial receivable allowances, and a valuation allowance against deferred tax assets. The Company estimates that it will take additional pre-tax charges of approximately $20 million in connection with the divestitures. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 99.1 | Press release, dated April 14, 2023, titled: “CNH Industrial announces voting results of Annual General Meeting and publishes 2022 Sustainability Report” | |
| Exhibit 99.2 | Press release, dated April 19, 2023, titled “CNH Industrial announces its exit from Russia” | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| CNH INDUSTRIAL N.V. | ||
| By: | /s/ Roberto Russo | |
| Name: | Roberto Russo | |
| Title: | Chief Legal and Compliance Officer | |
Date: April 19, 2023
Exhibit 99.1
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CNH Industrial announces voting results of Annual General Meeting and publishes 2022 Sustainability Report
London, April 14, 2023
Today, the Annual General Meeting (“AGM”) of CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) approved the Company’s 2022 EU–IFRS Annual Report (including the Consolidated Financial Statements and Separate Financial Statements of CNH Industrial N.V.) and a dividend of €0.36 per common share (equivalent to a total distribution of approximately €483 million), and the AGM positively advised on the application of the Remuneration Policy in 2022.
Suzanne Heywood and Scott W. Wine were appointed as executive directors. Elizabeth Bastoni, Howard W. Buffett, Richard J. Kramer, Karen Linehan, Alessandro Nasi, Vagn Sørensen and Åsa Tamsons were appointed as non-executive directors. In addition, Deloitte Accountants B.V. was appointed as independent auditor for the 2024 financial year.
Details of all matters approved today by the AGM are available on the Company’s website (www.cnhindustrial.com).
***
The dividend will be paid on May 3, 2023. The outstanding common shares will be quoted ex-dividend from April 24, 2023, and the record date for the dividend will be April 25, 2023 on both Euronext Milan and the NYSE. Shareholders holding the Company’s common shares that on the record date are traded on the NYSE will receive the dividend in U.S. dollars at the official USD/EUR exchange rate of April 20, 2023 reported by the European Central Bank.
***
Concurrently with the AGM, the Company published its 2022 Sustainability Report. This Report has been prepared in accordance with the GRI Standards: Core Option and the Sustainability Accounting Standards Board (SASB), the main international frameworks for sustainability reporting. It includes the previous sustainability priorities, related strategic targets and the main results achieved by CNH Industrial
To consult the Report online, visit: bit.ly/CNHISustainabilityReport22
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CNH Industrial N.V. 25 St. James’ Street London, SW1A 1HA United Kingdom
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CNH Industrial (NYSE: CNHI / MI: CNHI) is a world-class equipment and services company. Driven by its purpose of Breaking New Ground, which centers on Innovation, Sustainability and Productivity, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its global and regional Brands. Globally, Case IH and New Holland Agriculture supply 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment deliver a full lineup of construction products that make the industry more productive. The Company’s regionally focused Brands include: STEYR, for agricultural tractors; Raven, a leader in digital agriculture, precision technology and the development of autonomous systems; Flexi-Coil, specializing in tillage and seeding systems; Miller, manufacturing application equipment; Kongskilde, providing tillage, seeding and hay & forage implements; and Eurocomach, producing a wide range of mini and midi excavators for the construction sector, including electric solutions.
Across a history spanning over two centuries, CNH Industrial has always been a pioneer in its sectors and continues to passionately innovate and drive customer efficiency and success. As a truly global company, CNH Industrial’s 40,000+ employees form part of a diverse and inclusive workplace, focused on empowering customers to grow, and build, a better world.
For more information and the latest financial and sustainability reports visit: cnhindustrial.com
For news from CNH Industrial and its Brands visit: media.cnhindustrial.com
Contacts:
Media Relations
Email: mediarelations@cnhind.com
Investor Relations
Email: investor.relations@cnhind.com |
Exhibit 99.2
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CNH Industrial announces its exit from Russia
London, April 19, 2023
CNH Industrial announces today the divestiture of its business activities in Russia for a total consideration of approximately $60 million. This follows the Company’s announcement in March 2022 that it was suspending supplies to this market. Up until today, the payment of employee salaries and other administrative expenses in Russia have been duly guaranteed.
Until March of 2022, the Company operated a corporate office in the Moscow region through which it managed the import and distribution of its products in Russia, regional business activities and commercial financing. Its industrial footprint included manufacturing sites for agricultural equipment and implements and construction equipment, and a parts depot. These sites employed approximately 200 employees.
For the fiscal year ending 2021, the last full year of operations, the Russian operations generated revenue of approximately $380 million, representing 2% of the Company’s consolidated revenue in 2021. During the quarter ended March 31, 2022, CNH Industrial recorded charges of $71 million related to assets write down, financial receivable allowances, and a valuation allowance against deferred tax assets. The Company estimates that it will take additional pre-tax charges of approximately $20 million in connection with the divestitures.
We wish to acknowledge our former employees for their years of dedicated service.
Forward-looking statements
All statements other than statements of historical fact contained in this press release, including competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, liquidity, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. Forward looking statements also include statements regarding the future performance of CNH Industrial and its subsidiaries on a standalone basis. These statements may include terminology such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize (or they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: economic conditions in each of our markets, including the significant uncertainty caused by the war in the Ukraine; the duration and economic, operational and financial impacts of the global COVID-19 pandemic; production and supply chain disruptions, including industry capacity constraints, material availability, and global logistics delays and constraints; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products; changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies,
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CNH Industrial N.V. 25 St. James’s Street London, SW1A 1HA United Kingdom
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trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; volatility in international trade caused by the imposition of tariffs, sanctions, embargoes, and trade wars; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities and material price increases; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; price pressure on new and used equipment; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of CNH Industrial and its suppliers and dealers; security breaches with respect to our products; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including pandemics, terrorist attacks in Europe and elsewhere; our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan; our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing.
Forward-looking statements are based upon assumptions relating to the factors described in this press release, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside CNH Industrial’s control. CNH Industrial expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this announcement to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Further information concerning CNH Industrial, including factors that potentially could materially affect CNH Industrial’s financial results, is included in CNH Industrial’s reports and filings with the U.S. Securities and Exchange Commission (“SEC”), the Autoriteit Financiële Markten (“AFM”) and Commissione Nazionale per le Società e la Borsa (“CONSOB”).
All future written and oral forward-looking statements by CNH Industrial or persons acting on the behalf of CNH Industrial are expressly qualified in their entirety by the cautionary statements contained herein or referred to above.
CNH Industrial (NYSE: CNHI / MI: CNHI) is a world-class equipment and services company. Driven by its purpose of Breaking New Ground, which centers on Innovation, Sustainability and Productivity, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its global and regional Brands. Globally, Case IH and New Holland Agriculture supply 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment deliver a full lineup of construction products that make the industry more productive. The Company’s regionally focused Brands include: STEYR, for agricultural tractors; Raven, a leader in digital agriculture, precision technology and the development of autonomous systems; Flexi-Coil, specializing in tillage and seeding systems; Miller, manufacturing application equipment; Kongskilde, providing tillage, seeding and hay & forage implements; and Eurocomach, producing a wide range of mini and midi excavators for the construction sector, including electric solutions. Across a history spanning over two centuries, CNH Industrial has always been a pioneer in its sectors and continues to passionately innovate and drive customer efficiency and success. As a truly global company, CNH Industrial’s 40,000+ employees form part of a diverse and inclusive workplace, focused on empowering customers to grow, and build, a better world.
For more information and the latest financial and sustainability reports visit: cnhindustrial.com
For news from CNH Industrial and its Brands visit: media.cnhindustrial.com
Contacts:
Media Relations
Email: mediarelations@cnhind.com
Investor Relations
Email: investor.relations@cnhind.com |