CNH Industrial N.V 6-K, filed Mar 2, 2022
CNH Industrial N.V. (CNH)
About this 6-K
CNH Industrial N.V filed this 6-K on March 2, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File No. 001-36085
CNH INDUSTRIAL N.V.
(Translation of Registrant’s Name Into English)
25 St James’s Street,
London, SW1A 1HA
United Kingdom
Tel. No.: +44 1268 533000
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CNH INDUSTRIAL N.V.
Form 6-K for the month of March 2022
The following exhibits are furnished herewith:
| Exhibit 99.1 | CNH Industrial N.V. Notice of the Annual General Meeting of Shareholders to be held on April 13, 2022 | |
| Exhibit 99.2 | CNH Industrial N.V. Annual General Meeting of Shareholders April 13, 2022 Agenda and Explanatory Materials | |
| Exhibit 99.3 | 2022 Annual General Meeting of Shareholders Proxy Cards | |
| Exhibit 99.4 | Press release, dated March 1, 2022, titled: “CNH Industrial N.V. files 2021 Annual Report on Form 20-F and publishes 2021 EU Annual Report; calling of the Annual General Meeting” | |
| Exhibit 99.5 | Press release, dated March 1, 2022, titled: “CNH Industrial N.V. announces share buyback program – CEO purchases Company’s common shares” |
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, thereunto duly authorized.
| CNH Industrial N.V. | ||
| By: | /s/ Roberto Russo | |
| Name: Roberto Russo | ||
| Title: Chief Legal and Compliance Officer | ||
March 2, 2022
Index of Exhibits
| Exhibit Number |
Description of Exhibit | |
| Exhibit 99.1 | CNH Industrial N.V. Notice of the Annual General Meeting of Shareholders to be held on April 13, 2022 | |
| Exhibit 99.2 |
CNH Industrial N.V. Annual General Meeting of Shareholders April 13, 2022 Agenda and Explanatory Materials | |
| Exhibit 99.3 | 2022 Annual General Meeting of Shareholders Proxy Cards | |
| Exhibit 99.4 |
Press release, dated March 1, 2022, titled: “CNH Industrial N.V. files 2021 Annual Report on Form 20-F and publishes 2021 EU Annual Report; calling of the Annual General Meeting” | |
| Exhibit 99.5 | Press release, dated March 1, 2022, titled: “CNH Industrial N.V. announces share buyback program – CEO purchases Company’s common shares” | |
Exhibit 99.1
NOTICE OF THE ANNUAL
GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Shareholders (the “AGM”) of CNH Industrial N.V. (the “Company” or “CNH Industrial”) will be virtually held at 5:30 p.m. CEST on Wednesday, April 13, 2022.
Pursuant to the temporary legislative measures from the Dutch government aimed at protecting all participants, shareholders will not be allowed to attend the AGM in person. The meeting can be followed via a live webcast that will be available on the Company’s website 1.
Votes can only be cast in advance of the AGM as further set out in this convocation notice. The language of the meeting shall be English. The AGM is convened to discuss and decide on the agenda reflected below.
AGENDA
| 1. | OPENING |
| 2. | ANNUAL REPORT 2021 |
| a. | Policy on additions to reserves and on dividends (discussion only item) |
| b. | Adoption of the 2021 Annual Financial Statements (voting item) |
| c. | Determination and distribution of dividend (voting item) |
| d. | Release from liability of the executive directors and the non-executive directors of the Board (voting item) |
| 3. | 2021 REMUNERATION REPORT |
Application of the remuneration policy in 2021 (advisory voting item)
| 4. | RE-APPOINTMENT OF THE EXECUTIVE DIRECTORS AND (RE)-APPOINTMENT OF THE NON-EXECUTIVE DIRECTORS |
| a. | Re-appointment of Suzanne Heywood (voting item) |
| b. | Re-appointment of Scott W. Wine (voting item) |
| c. | Re-appointment of Catia Bastioli (voting item) |
| d. | Re-appointment of Howard W. Buffett (voting item) |
| e. | Re-appointment of Léo W. Houle (voting item) |
| f. | Re-appointment of John B. Lanaway (voting item) |
| g. | Re-appointment of Alessandro Nasi (voting item) |
| h. | Re-appointment of Vagn Sørensen (voting item) |
| i. | Re-appointment of Åsa Tamsons (voting item) |
| j. | Appointment of Ms. Karen Linehan (voting item) |
| 1 | The AGM is planned to be held virtually in the manner contemplated by the current temporary legislative measures related to the COVID-19 pandemic. Should such form not be any more permitted on the date of the AGM, then the AGM will be held at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, subject to applicable restrictions on in-person visits, if any. If needed, a further public announcement in this respect will be made. |
| 5. | RE-APPOINTMENT OF INDEPENDENT AUDITOR FOR 2022 AND APPOINTMENT OF INDEPENDENT AUDITOR FOR 2023 |
| a. | Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company for the 2022 financial year (voting item) |
| b. | Proposal to appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2023 financial year (voting item) |
| 6. | REPLACEMENT OF THE EXISTING AUTHORIZATION TO THE BOARD OF THE AUTHORITY TO ACQUIRE COMMON SHARES IN THE CAPITAL OF THE COMPANY (VOTING ITEM) |
| 7. | CLOSE OF MEETING |
AGM documents
The following meeting documents are available:
| • | CNH Industrial Annual Report 2021 (Report on Operations including the Remuneration Report; Consolidated and Statutory Financial Statements) and the Independent Auditor’s Report, |
| • | the explanatory notes to the Agenda with proposed resolutions and information about members of the Board of Directors whose (re)- appointment has been proposed, |
| • | statement of the issued share capital and voting rights at the date of this notice, and |
| • | voting instructions and voting proxy forms for the AGM |
and other relevant AGM documents are available on the Company’s website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings). This documentation is also available at the Company’s principal office at 25 St. James’s Street London, SW1A 1HA (United Kingdom) for shareholders, who will receive a copy free of charge upon request.
Record date
Shareholders can hold Company shares as follows:
| • | shareholders holding special voting shares and common shares or shareholders holding common shares electing to receive special voting shares upon completion of the required holding period (the “Loyalty Shareholders”) registered in the loyalty register of the Company (the “Loyalty Register”). The Loyalty Register is maintained on behalf of the Company in the records of the Company’s agents: Computershare Trust Co. NA and Computershare S.p.A. (each the “Agent” and both, the “Agents”); |
| • | shareholders holding common shares in registered form (the “Registered Shareholders”) in an account at Computershare Trust Co. NA as the transfer agent of the Company (the “Transfer Agent” and together with the Agents, the “AGM Agents”); |
| • | shareholders holding common shares in a bank, brokerage or other intermediary account with the Depository Trust Company (the “DTC Participant Account”); |
| • | shareholders holding common shares in an intermediary account in the Monte Titoli system (the “Monte Titoli Participant Account”). |
Under Dutch law and the Company’s Articles of Association, in order to be entitled to vote in relation to the voting items on the agenda for the AGM, shareholders must (i) be registered as of March 16, 2022 (the “Record Date”) in the register established for that purpose by the Board of Directors (the “AGM Register”) after reflecting all debit and credit entries as of the Record Date, regardless of whether the shares are still held by such holders at the date of the AGM and (ii) request registration in the manner mentioned below. The AGM Register established by the Board of Directors is: (i) in respect of Loyalty Shareholders, the Loyalty Register, (ii) in respect of Registered Shareholders, the registered shareholder list administrated by the Transfer Agent, and (iii) in respect of shareholders holding common shares in a Monte Titoli Participant Account or in a DTC Participant Account, the list of the entitled shareholders provided by the bank, brokerage or other intermediary (the “Intermediary”).
Voting
Loyalty Shareholders and Registered Shareholders
The AGM Agents will send AGM materials to Loyalty Shareholders and/or Registered Shareholders at the addresses of such shareholders as they appear from the records maintained by the relevant AGM Agent, including a proxy form that allows shareholders to give their voting instructions. The proxy form will also be available on the Company’s website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings).
Loyalty Shareholders and/or Registered Shareholders will be entitled to submit their voting instructions or voting proxy (please note proxy instructions below) for the AGM by 11:00 p.m. CEST on April 6, 2022, in writing or electronically (contact details at the end of this announcement). They can also cast their vote in advance of the AGM via the web procedure made available on the Company’s website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings).
Shareholders holding common shares in a Monte Titoli Participant Account
Shareholders holding common shares in a Monte Titoli Participant Account who wish to submit voting instructions or a voting proxy (please note proxy instructions below) for the AGM should request that their Intermediary issue a statement confirming their shareholding (including the shareholder’s name and address and the number of shares notified for attendance and held by the relevant shareholder on the Record Date). Intermediaries must submit the notification of participation no later than 11:00 p.m. CEST on April 6, 2022, to Computershare S.p.A.
The above-mentioned shareholders may cast their vote in advance of the AGM via the web procedure made available on the Company’s website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings) or by proxy form that will also be available on the Company’s website (please note proxy instructions below).
Shareholders holding common shares in a DTC Participant Account
Shareholders holding common shares in a DTC Participant Account should give instructions to their Intermediary, as the record holder of their shares, who is required to vote their shares according to their instructions. In order to vote their shares, they will need to follow the directions provided by their Intermediary.
Vote by proxy
Subject to compliance with the above provisions, shareholders can also vote for the AGM by proxy and follow the meeting via live webcast on the website of the Company (www.cnhindustrial.com). In order to give voting instructions by proxy, the shareholder (a) must have registered his or her shares as set out above and (b) must ensure that the duly completed and signed proxy including voting instructions, will be received by the relevant AGM Agent (contact details below) by 11:00 p.m. CEST on April 6, 2022, in writing or electronically pursuant to instructions contained in the proxy forms. All votes shall be cast electronically or in writing ahead of the AGM in accordance with the proxy and voting instructions.
Questions by Shareholders
Shareholders can submit questions regarding the agenda items of the AGM by email to AGM2022@cnhind.com until April 10, 2022, at 5:30 p.m. CEST. The email must include the name, the surname, the number of shares held by the shareholder, the AGM agenda item to which the question refers and the bank or broker statement proving shareholder’s ownership of CNH Industrial common shares on the Record Date. CNH Industrial intends to address the questions during the meeting, to the extent appropriate with a view to the orderly conduct of the meeting. Shareholders who have submitted questions before the deadline mentioned above may ask follow-up questions during the AGM in accordance with the instructions given at the AGM, and only insofar the order of the meeting allows.
Address details of AGM Agents:
Computershare S.p.A.
Via Nizza 262/73, 10126 Torino (Italy)
cnhi@computershare.it or cnhi@pecserviziotitoli.it
Computershare Investor Services
PO BOX 505000
Louisville, KY 40233-5000
Web.queries@computershare.com
By Overnight Delivery:
Computershare
462 South 4th Street
Suite 1600
Louisville, KY 40202
CNH Industrial N.V., March 1, 2022
Exhibit 99.2
|
ANNUAL GENERAL MEETING APRIL 13, 2022
AGENDA AND EXPLANATORY NOTES |
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AGENDA
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CNH INDUSTRIAL N.V. (THE “COMPANY”) TO BE VIRTUALLY1 HELD ON WEDNESDAY, APRIL 13, 2022, AT 5:30 P.M. CEST
The Annual General Meeting (“AGM”) can be followed via a live webcast that will be available on the Company’s website (www.cnhindustrial.com). Votes can only be cast in advance of the AGM as further set out in the convocation notice. The language of the meeting shall be English. The AGM is convened to discuss and decide on the agenda reflected below.
| 1. | OPENING |
| 2. | ANNUAL REPORT 2021 |
a. Policy on additions to reserves and on dividends (discussion only item)
b. Adoption of the 2021 Annual Financial Statements (voting item)
c. Determination and distribution of dividend (voting item)
d. Release from liability of the executive directors and the non-executive directors of the Board (voting item)
| 3. | 2021 REMUNERATION REPORT |
Application of the remuneration policy in 2021 (advisory voting item)
| 4. | RE-APPOINTMENT OF THE EXECUTIVE DIRECTORS AND (RE)-APPOINTMENT OF THE NON-EXECUTIVE DIRECTORS |
a. Re-appointment of Suzanne Heywood (voting item)
b. Re-appointment of Scott W. Wine (voting item)
c. Re-appointment of Catia Bastioli (voting item)
d. Re-appointment of Howard W. Buffett (voting item)
e. Re-appointment of Léo W. Houle (voting item)
f. Re-appointment of John B. Lanaway (voting item)
g. Re-appointment of Alessandro Nasi (voting item)
h. Re-appointment of Vagn Sørensen (voting item)
i. Re-appointment of Åsa Tamsons (voting item)
j. Appointment of Karen Linehan (voting item)
| 5. | RE-APPOINTMENT OF INDEPENDENT AUDITOR FOR 2022 AND APPOINTMENT OF INDEPENDENT AUDITOR FOR 2023 |
a. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company for the 2022 financial year (voting item)
b. Proposal to appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2023 financial year (voting item)
| 6. | REPLACEMENT OF THE EXISTING AUTHORIZATION TO THE BOARD OF THE AUTHORITY TO ACQUIRE COMMON SHARES IN THE CAPITAL OF THE COMPANY (VOTING ITEM) |
| 7. | CLOSE OF MEETING |
| 1 | The AGM is planned to be held virtually in the manner contemplated by the current temporary legislative measures related to the COVID-19 pandemic. Should such form not be any more permitted on the date of the AGM, then the AGM will be held at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, subject to applicable restrictions on in-person visits, if any. If needed, a further public announcement in this respect will be made. |
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EXPLANATORY NOTES TO THE AGENDA
Item 1: Opening
The chair of the meeting will open the Annual General Meeting of shareholders.
Item 2: Annual Report 2021
| ◾ | 2a Policy on additions to reserves and on dividends (discussion only item) |
Subject to the adoption of the 2021 Annual Financial Statements (inclusive of both Consolidated and Statutory Financial Statements) by the Annual General Meeting of shareholders, the Board, in accordance with article 21, paragraph 9, of the articles of association of the Company (“Articles of Association”), proposes to shareholders to distribute a dividend in cash of € 0.28 per outstanding common share (after the allocation of the relevant amount to the special voting shares dividend reserve in accordance with article 22, paragraph 4, of the Articles of Association).
| ◾ | 2b Adoption of the 2021 Annual Financial Statements (voting item) |
The executive directors of the Company will present the development of the business and results achieved in 2021. Further, they will comment on the Report on Operations. Please refer to the relevant sections of the Annual Report.
The Company’s 2021 Annual Financial Statements have been drawn up by the Board and audited by Ernst & Young Accountants LLP, the Netherlands, that has issued an unqualified opinion. It is proposed that the 2021 Annual Financial Statements be adopted by the Annual General Meeting of shareholders.
| ◾ |
|
The Board recommends to shareholders the distribution of a dividend in cash of €0.28 per common share, totaling approximately €380 million (equivalent to approximately $430 million, translated at the exchange rate reported by the European Central Bank on February 25, 2022).
The outstanding common shares will be quoted ex-dividend from April 19, 2022; the record date for the dividend shall be April 20, 2022, on both MTA and NYSE. It is expected that the dividend on the outstanding common shares will be paid on May 4, 2022.
| ◾ | 2d Release from liability of the executive directors and the non-executive directors of the Board (voting item) |
The Annual General Meeting of shareholders is requested to release: (i) the executive directors from liability for their management insofar as such management is apparent from the financial statements or otherwise disclosed to the shareholders prior to the adoption of the annual accounts, and (ii) the non-executive directors from liability for their supervision insofar as such supervision is apparent from the financial statements or otherwise disclosed to the shareholders prior to the adoption of the annual accounts.
Item 3: 2021 Remuneration Report
| ◾ | Application of the remuneration policy in 2021 (advisory voting item) |
The Remuneration Report for 2021 is contained in the Company’s Annual Report. Our 2021 Remuneration Report gives an overview of how our Remuneration Policy has been implemented in 2021. The Report has been prepared in line with the legal disclosure requirements contained in the Dutch Civil Code implementing the European Shareholders’ Rights Directive. For further details on the remuneration of the Company’s directors, please refer to the “Remuneration of Directors” section of the Annual Report.
Item 4: Re-appointment of the executive directors, and (re)-appointment of the non-executive directors
Pursuant to article 13, paragraph 3 of the Articles of Association, the term of office of the executive directors and the non-executive directors will expire at the end of the Annual General Meeting of 13 April 2022. Each executive director and each non-executive director may be re-appointed at any subsequent Annual General Meeting of shareholders. In light of the size of the Company, the complexity and specific characteristics of the segments in which it operates and the geographic distribution of its businesses, the Board should be composed of individuals with skills, experience and cultural background, both general and specific, acquired in an international environment and relevant to an understanding of the macro-economy and global markets, more generally, as well as the industrial and financial sectors, more specifically. An appropriate and diversified mix of skills, professional backgrounds and diversity factors are fundamental to the proper functioning of the Board as a collegial body.
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The composition of the Board should also be correctly balanced between executive directors, i.e. those who hold responsibility for the day-to-day management and are vested with executive powers, and non-executive directors. Finally, the presence of independent directors is essential in order to protect the interests of all shareholders and third parties. On the basis of the proposal made by the Environmental, Social and Governance Committee (the “ESG Committee”), the Board therefore proposes that the number of directors be set at 10 a number deemed appropriate for the effective functioning of the Board and its Committees, and that number of executive directors be confirmed at two, a number deemed appropriate for the effective functioning of the Board. Therefore, the Board recommends: (a) the re-appointment of the current executive directors, Ms. Heywood and Mr. Wine, (b) the re-appointment of Ms. Bastioli, Mr. Buffett, Mr. Houle, Mr. Lanaway, Mr. Nasi, Mr. Sørensen, and Ms. Tamsons as non-executive directors. Furthermore, the Board, upon recommendation of the ESG Committee, recommends the appointment of Ms. Linehan. Both executive directors and all non-executive directors are eligible and have stated their willingness to accept either re-appointment or appointment, as the case may be. The Company has also determined that Catia Bastioli, Howard W. Buffett, Léo W. Houle, John Lanaway, Vagn Sørensen, Åsa Tamsons, and Karen Linehan satisfy the independence requirements prescribed by applicable laws and regulations.
Pursuant to the Articles of Association, the new term of office of the directors will expire on the day of the first Annual General Meeting of shareholders that will be held in 2023. The directors’ remuneration will comply with the Remuneration Policy (as revised by the shareholders at the Annual General Meeting held in April 2020).
| ◾ | 4a Re-appointment of Suzanne Heywood (voting item) |
| ◾ | 4b Re-Appointment of Scott W. Wine (voting item) |
The Board believes that the contribution and performance of the executive directors seeking re-appointment at the Annual General Meeting of shareholders continues to be effective, and that each demonstrate commitment to their respective roles in the Company. Accordingly, the Board recommends to re-appoint Suzanne Heywood and Scott W. Wine as executive directors.
| ◾ | 4c Re-appointment of Catia Bastioli (voting item) |
| ◾ | 4c Re-appointment of Howard W. Buffett (voting item) |
| ◾ | 4d Re-appointment of Léo W. Houle (voting item) |
| ◾ | 4e Re-appointment of John B. Lanaway (voting item) |
| ◾ | 4f Re-appointment of Alessandro Nasi (voting item) |
| ◾ | 4g Re-appointment of Vagn Sørensen (voting item) |
| ◾ | 4h Re-appointment of Åsa Tamsons (voting item) |
| ◾ | 4i Appointment of Karen Linehan (voting item) |
The Board believes that the contribution and performance of the non-executive directors seeking re-appointment at the Annual General Meeting of shareholders continue to be effective, and that they each demonstrate commitment to their respective roles in the Company. Accordingly, the Board recommends to re-appoint Catia Bastioli, Howard W. Buffett, Léo W. Houle, John B. Lanaway, Alessandro Nasi, Vagn Sørensen, and Åsa Tamsons. In line with the Company’s needs of having a Board composed of individuals with skills, experience and cultural background, acquired in an international environment with the aim of having a Board with an appropriate mix of skills, professional backgrounds and diversity factors, the Board, on the basis of the proposal made by the ESG Committee, recommends also the appointment of Ms. Karen Linehan as Non-Executive Director. The Board believes that the contribution of Ms. Karen Linehan will strengthen the expertise and capabilities of the Board of Directors of the Company. Ms. Karen Linehan is eligible and has stated her willingness to accept her appointment.
Pursuant to the Articles of Association, their term of office of all the directors will expire on the day of the Annual General meeting that will be held in 2023. The remuneration of the nominees will comply with the Company’s Remuneration Policy.
The relevant biographical details and curriculum vitae of each nominee are available for inspection at the offices of the Company as well as on the Company’s website (www.cnhindustrial.com).
Item 5: Re-appointment of Independent Auditor
| ◾ | Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company for the 2022 financial year (voting item) |
The Audit Committee has reviewed and considered the performance of the independent auditors in connection with the review
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and audit of the Company’s 2021 quarterly and consolidated annual audited financial statements and, based on such review, the Audit Committee has recommended to the Board the re-appointment of Ernst & Young Accountants LLP as Company’s independent auditor for the financial year ending December 31, 2022.
| ◾ | Proposal to appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2023 financial year (voting item) |
Under the applicable laws and regulations on December 31, 2022, the current Company’s independent auditor, Ernst & Young Accountants LLP, is not allowed any longer to discharge this role. Hence, in in the second half of 2021 the Audit Committee oversaw a competitive process among various international audit firms to replace the current Company’s auditor. At the end of this process, among three short-listed audit firms who had submitted a proposal, the Audit Committee recommended to the Board to submit the appointment of Deloitte as Company’s independent auditor for the financial year ending December 31, 2022. The choice was based upon the overall better competitiveness of their proposals in terms of price and team composition as compared to the other offers. The Board supports this recommendation and therefore is requiring your approval of such appointment for the role of the independent auditor of the Company for the 2023 financial year.
Item 6: Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company (voting item)
Consistent with previous resolutions of the Annual General Meetings of shareholders, at the Annual General Meeting of shareholders held on April 15, 2021, shareholders renewed the authority granted to the Board to acquire the Company’s common shares through trading or otherwise up to a maximum of 10% of the issued common shares as of April 15, 2021. Such authorization expires 18 months after the date of the 2021 Annual General Meeting of shareholders.
In order to maintain the necessary operating flexibility over an adequate time period and considering that the current authorization to acquire the Company’s common shares expires on October 14, 2022, it is proposed to authorize the Board to acquire the Company’s common shares through trading on the MTA and the NYSE or otherwise for a period of 18 months from April 13, 2022, and up to and including October 12, 2023 (in accordance with article 7 of the Articles of Association and in compliance with applicable rules and regulations).
Neither this new authorization, nor the launch of any share buy-back program obligates the Company to buy-back any common shares. The launch of any new program is subject to a Board approval. Further, any buy-back program may be suspended, discontinued or modified at any time for any reason and without previous notice in the Company’s sole discretion in accordance with applicable laws and regulations.
The Board’s authority shall be limited to a maximum of up to 10% of the issued common shares on April 13, 2022, and, in compliance with applicable rules and regulations, purchases will be subject to a maximum price per common share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the MTA or NYSE (as the case may be) plus 10% (maximum price) and to a minimum price per common share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the MTA or NYSE (as the case may be) minus 10% (minimum price).
Item 7: Close of meeting
The chair of the meeting will close the Annual General Meeting of shareholders. Final greetings.
CNH Industrial N.V., March 1, 2022
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THIS IS NOT A PROXY STATEMENT. THE COMMON SHARES AND SPECIAL VOTING SHARES OF CNH INDUSTRIAL N.V. ARE EXEMPT FROM THE PROXY RULES UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit 99.3
CNH INDUSTRIAL SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 13, 2022 AT 5:30 P.M. CEST Computershare PROXY FORM To be sent to and to be received by: Computershare S.p.A., Via Nizza 262/73, 10126 Turin (Italy), as Agent for CNH Industrial N.V., by 11:00 p.m. CEST on April 6, 2022 by mail or by Fax (+39 011 0923202) or by e-mail (cnhi@computershare.it), as an attachment in PDF format. Disclaimer This Proxy Form shall be completed and signed by the Shareholder in order to appoint Computershare S.p.A. to vote online as per attached Voting Instructions Form at the Shareholders’ Annual General Meeting of CNH Industrial N.V.. Alternatively the Shareholder can vote online through the company website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings). Mandatory information * THE UNDERSIGNED (natural person only)* Date of birth * Place of birth * Resident in (town/city) * At (street address) * Telephone no. * e-mail entitled to vote at the close of business of March 16, 2022 (record date) as (1): registered shareholder legal representative or agent with authority to sub-delegate Pledgee Taker-in Beneficial interest holder official receiver manager other (specify) for no. * CNH Industrial common shares (2) registered in the name of (natural or legal person) Date of birth * Place of birth * Resident in (town/city) * At (street address) * ID no.(tax code/LEI) Registered in the securities account (3) no. At Bank code (ABI) Branch code (CAB) as resulting from communication no. (4) Made by (Bank) APPOINTS Computershare S.p.A. to attend at the above mentioned Meeting and to vote online, with reference to the above shares, in accordance with the instructions provided in the following Voting Instructions Form. If no such directions are indicated, ACKNOWLEDGES that Computershare S.p.A. will have the authority to vote “For” with regard to all following proposals. DATE Form of identification (5) (type)* Issued by * no. * SIGNATURE 1) Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power. 2) To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included. 3) Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement. 4) Reference to the communication made by the intermediary and its name. 5) Provide details of a valid form of identification of the proxy signatory. 1
CNH INDUSTRIAL SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 13, 2022 AT 5:30 P.M. CEST Computershare VOTING INSTRUCTIONS FORM THE UNDERSIGNED INSTRUCTS the Appointed Representative to vote at the above indicated shareholders’ meeting as follows Prog. RESOLUTIONS OF THE AGENDA TO BE VOTED VOTE (Please tick as appropriate) 1 2.b. Adoption of the 2021 Annual Financial Statements For Against Abstain 2 2.c. Determination and distribution of dividend For Against Abstain 3 2.d. Release from liability of the executive directors and the non-executive directors of the Board For Against Abstain 4 3. Application of the remuneration policy in 2021 (advisory vote) For Against Abstain 5 4.a. Re-appointment of Suzanne Heywood For Against Abstain 6 4.b. Re-appointment of Scott W. Wine For Against Abstain 7 4.c. Re-appointment of Catia Bastioli For Against Abstain 8 4.d. Re-appointment of Howard W. Buffett For Against Abstain 9 4.e. Re-appointment of Léo W. Houle For Against Abstain 10 4.f. Re-appointment of John B. Lanaway For Against Abstain 11 4.g. Re-appointment of Alessandro Nasi For Against Abstain 12 4.h. Re-appointment of Vagn Sørensen For Against Abstain 13 4.i. Re-appointment of Åsa Tamsons For Against Abstain 14 4.j. Appointment of Karen Linehan For Against Abstain 15 5.a. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company for the 2022 financial year For Against Abstain 16 5.b. Proposal to appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2023 financial year For Against Abstain 17 6. Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company For Against Abstain SIGNATURE 2
CNH Industrial N.V. VOTE 000004 ENDORSEMENT LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters - here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by April 6, 2022 at 5:00 P.M. Eastern Daylight Time. Online Go to www.investorvote.com/CNHI or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CNHI Annual General Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommend that you vote FOR proposals 2(b) through 6. 2.b. Adoption of the 2021 Annual Financial Statements. 2.d. Release from liability of the executive directors and the non-executive directors of the Board. For [ ] [ ] Against [ ] [ ] Abstain [ ] [ ] 2.c. Determination and distribution of dividend. 3. Advisory vote on application of the remuneration policy in 2021. For [ ] [ ] Against [ ] [ ] Abstain [ ] [ ] 4.a. - Re-appointment of Suzanne Heywood 4.d. - Re-appointment of Howard W. Buffett 4.g. - Re-appointment of Alessandro Nasi 4.j. - Appointment of Karen Linehan For [ ] [ ] [ ] [ ] Against [ ] [ ] [ ] [ ] Abstain [ ] [ ] [ ] [ ] 4.b. - Re-appointment of Scott W. Wine 4.e. - Re-appointment of Léo W. Houle 4.h. - Re-appointment of Vagn Sørensen For [ ] [ ] [ ] Against [ ] [ ] [ ] Abstain [ ] [ ] [ ] 4.c. - Re-appointment of Catia Bastioli 4.f. - Re-appointment of John B. Lanaway 4.i. - Re-appointment of Åsa Tamsons For [ ] [ ] [ ] Against [ ] [ ] [ ] Abstain [ ] [ ] [ ] 5.a. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company for the 2022 financial year. 5.b. Proposal to appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2023 financial year. For [ ] [ ] Against [ ] [ ] Abstain [ ] [ ] 6. Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company. For [ ] Against [ ] Abstain [ ] 03LH6D C 1234567890 J N T 1 U P X 5 3 7 1 0 8 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
The 2022 Annual Meeting of Shareholders of CNH Industrial N.V. will be held on Wednesday, April 13, 2022 at 5:30 p.m. CEST, virtually via a live webcast that will be available on CNH Industrial N.V.’s website (www.cnhindustrial.com). Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CNHI IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy - CNH INDUSTRIAL N.V. 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS - APRIL 13, 2022 The undersigned, revoking all prior proxies, hereby appoints Roberto Russo with full power of substitution, as proxies to represent and vote as designated hereon, all common shares of CNH Industrial N.V. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual General Meeting of Shareholders of the Company on Wednesday, April 13, 2022, virtually commencing at 5:30 p.m. Central European Summer Time and any adjournments thereof. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING, SIGNS AND DELIVERS A PROXY WITH A LATER DATE, OR VOTES IN PERSON AT THE MEETING. B Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. C Non-Voting Items Change of Address - Please print new address below. Comments - Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual General Meeting. [ ]
CNH Industrial N.V. VOTE 000004 ENDORSEMENT_LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. [X] C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters - here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by April 6, 2022 at 5:00 P.M. Eastern Daylight Time. Online Go to www.investorvote.com/CNHI or scan the QR code - login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CNHI Annual General Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. + A Proposals - The Board of Directors recommend that you vote FOR proposals 2(b) through 6. 2.b. Adoption of the 2021 Annual Financial Statements. 2.d. Release from liability of the executive directors and the non-executive directors of the Board. For [ ] [ ] Against [ ] [ ] Abstain [ ] [ ] 2.c. Determination and distribution of dividend. 3. Advisory vote on application of the remuneration policy in 2021. For [ ] [ ] Against [ ] [ ] Abstain [ ] [ ] 4.a. - Re-appointment of Suzanne Heywood 4.d. - Re-appointment of Howard W. Buffett 4.g. - Re-appointment of Alessandro Nasi 4.j. - Appointment of Karen Linehan For [ ] [ ] [ ] [ ] Against [ ] [ ] [ ] [ ] Abstain [ ] [ ] [ ] [ ] 4.b. - Re-appointment of Scott W. Wine 4.e. - Re-appointment of Léo W. Houle 4.h. - Re-appointment of Vagn Sørensen For [ ] [ ] [ ] Against [ ] [ ] [ ] Abstain [ ] [ ] [ ] 4.c. - Re-appointment of Catia Bastioli 4.f. - Re-appointment of John B. Lanaway 4.i. - Re-appointment of Åsa Tamsons For [ ] [ ] [ ] Against [ ] [ ] [ ] Abstain [ ] [ ] [ ] 5.a. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company for the 2022 financial year. 5.b. Proposal to appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2023 financial year. For [ ] [ ] Against [ ] [ ] Abstain [ ] [ ] 6. Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company. For [ ] Against [ ] Abstain [ ] C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 5 3 7 1 0 8 + 03LHCC
The 2022 Annual Meeting of Shareholders of CNH Industrial N.V. will be held on Wednesday, April 13, 2022 at 5:30 p.m. CEST, virtually via a live webcast that will be available on CNH Industrial N.V.’s website (www.cnhindustrial.com). Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CNHI IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy - CNH INDUSTRIAL N.V. 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS - APRIL 13, 2022 The undersigned, revoking all prior proxies, hereby appoints Roberto Russo with full power of substitution, as proxies to represent and vote as designated hereon, all common shares of CNH Industrial N.V. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual General Meeting of Shareholders of the Company on Wednesday, April 13, 2022, virtually commencing at 5:30 p.m. Central European Summer Time and any adjournments thereof. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING, SIGNS AND DELIVERS A PROXY WITH A LATER DATE, OR VOTES IN PERSON AT THE MEETING. B Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. C Declaration and Power of Attorney: By checking this box, you irrevocably and unconditionally: (a) agree to be bound by the Special Voting Shares Terms and Conditions, as published on the CNH Industrial website; and (b) authorize and instruct Computershare represent you and act on your behalf in connection with any issuance, allocation, acquisition, transfer and/or repurchase of any Special Voting Share in accordance with and pursuant to the Special Voting Shares Terms and Conditions. [ ] D Non-Voting Items Change of Address - Please print new address below. Comments - Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual General Meeting. [ ] IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD.
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Exhibit 99.4
Corporate Communications |
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CNH Industrial N.V. files 2021 Annual Report on Form 20-F and
publishes 2021 EU
London, March 1, 2022
CNH Industrial (NYSE: CNHI / MI: CNHI) announced today that it has filed
its 2021 Annual
The 2021 Annual Report on Form 20-F and the 2021 EU Annual Report are available in the
The Company also published today the Notice and the
Agenda of its Annual General Meeting of
The Company’s notice and explanatory notes and instructions for voting and
submitting
The Agenda of the AGM will include (i) the approval of the 2021 EU Annual Report,
(ii) the
CNH Industrial N.V. 25 St. James’s Street London, SW1A 1HA United Kingdom |
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If shareholders approve the proposed cash dividend, CNH Industrial N.V. common shares will be quoted ex-dividend on April 19, 2022. The record date for the dividend will be April 20, 2022 on both NYSE and MTA. It is expected that the dividend will be paid on May 4, 2022.
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, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its five core Brands: Case IH, New Holland Agriculture and STEYR, supplying 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment delivering a full lineup of construction products that make the industry more productive. 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 35,000+ 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
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Exhibit 99.5
Corporate Communications |
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CNH Industrial N.V. announces share buyback program – CEO purchases Company’s common shares
London, March 1, 2022
CNH Industrial N.V. (NYSE: CNHI /MI: CNHI) announced today that the Board of Directors has approved a share buyback program (the “Program”). The Program will involve the intermittent repurchase of up to 100 million euros’ worth of the Company’s common shares between now and October 14, 2022. Funded by the Company’s liquidity, the Program is intended to optimize the capital structure of the Company and to meet the obligations arising from the Company’s equity incentive plans.
The Program will be conducted within the framework of the authorization granted by the Shareholders’ Meeting held on April 15, 2021, whereby the Board is vested with the authority to purchase up to 10% of the Company’s issued common shares during the eighteen-month period following such Shareholders’ Meeting.
The purchases will be carried out on the Italian Stock Exchange (M.T.A.) and on multilateral trading facilities (MTFs), in compliance with applicable rules and regulations, subject to a maximum price per common share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the M.T.A. plus 10% (maximum price) and to a minimum price per common share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the M.T.A. minus 10% (minimum price).
The actual timing, number and value of common shares repurchased under the Program will depend on various factors, including market conditions, general business conditions, and compliance with applicable legal requirements. The Program does not oblige the Company to repurchase any common shares, and it may be suspended, discontinued, or modified upwards at any time, for any reason and without previous notice, in accordance with applicable laws and regulations.
Subject to the above conditions, purchases will be carried out in compliance with the conditions and the restrictions under Article 3 (paragraphs 1, 2 and 3) and Article 4 (paragraph 1) of the Commission Delegated Regulation (EU) 2016/1052 and market practices.
CNH Industrial N.V. 25 St. James’s Street London, SW1A 1HA United Kingdom |
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Details of the transactions carried out will be disclosed in accordance with the terms and conditions required by the applicable regulations.
As of today, the Company holds 8,323,196 common shares in treasury.
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The Company also announces that on February 24, 2022, Scott W. Wine, Chief Executive Officer, CNH Industrial, has purchased 150,000 of the Company’s common shares at an average price of $13.6881. This transaction has been duly notified to the regulatory authorities. As of today, Mr. Wine holds in total 350,000 of the Company’s common shares.
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, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its five core Brands: Case IH, New Holland Agriculture and STEYR, supplying 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment delivering a full lineup of construction products that make the industry more productive. 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 35,000+ 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
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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, including those related to the COVID-19 pandemic, 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: the continued uncertainties related to the unknown duration and economic, operational and financial impacts of the global COVID-19 pandemic and the actions taken or contemplated by governmental authorities or others in connection with the pandemic on our business, our employees, customers and suppliers; supply chain disruptions, including delays caused by mandated shutdowns, industry capacity constraints, material availability, and global logistics delays and constraints; disruption caused by business responses to COVID-19, including remote working arrangements, which may create increased vulnerability to cybersecurity or data privacy incidents; our ability to execute business continuity plans as a result of COVID-19; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products, including demand uncertainty caused by COVID-19; general economic conditions in each of our markets, including the significant economic uncertainty and volatility caused by COVID-19; travel bans, border closures, other free movement restrictions, and the introduction of social distancing measures in our facilities may affect in the future our ability to operate as well as the ability of our suppliers and distributors to operate; 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, 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; production difficulties, including capacity and supply constraints and excess inventory levels; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; price pressure on new and used vehicles; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, follow-on private litigation in various jurisdictions after the settlement of the EU antitrust investigation of the Iveco Group announced on July 19, 2016, 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 |
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obligations; further developments of the COVID-19 pandemic on our operations, supply chains, distribution network, as well as negative evolutions of the economic and financial conditions at global and regional levels; political and civil unrest; volatility and deterioration of capital and financial markets, including other 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 earnings 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”). |
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