6-K
CNH Industrial N.V. (CNH)
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 2021
Commission File No. 001-36085
CNH INDUSTRIAL N.V.
(Translation of Registrant’s Name Into English)
25 St James’s Street,
London, SW1A 1HA
UnitedKingdom
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 2021
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 15, 2021 |
|---|---|
| Exhibit 99.2 | CNH Industrial N.V. Annual General Meeting of Shareholders April 15, 2021 Agenda and Explanatory Materials |
| Exhibit 99.3 | 2021 Annual General Meeting of Shareholders Proxy Cards |
| Exhibit 99.4 | Press release, dated March 3, 2021, titled: “CNH Industrial N.V. files 2020 Annual Report on Form 20-F and publishes 2020 EU Annual Report; calling of the Annual General<br>Meeting” |
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/ Michael P. Going |
| Name: Michael P. Going | |
| --- | |
| Title: Corporate Secretary |
March 3, 2021
Index of Exhibits
| Exhibit<br><br><br>Number | Description of Exhibit |
|---|---|
| Exhibit 99.1<br> <br>Exhibit 99.2<br><br><br>Exhibit 99.3<br> <br>Exhibit 99.4 | CNH Industrial N.V. Notice of the Annual General Meeting of Shareholders to be held on April 15, 2021<br><br><br>CNH Industrial N.V. Annual General Meeting of Shareholders April 15, 2021 Agenda and Explanatory Materials<br><br><br>2021 Annual General Meeting of Shareholders Proxy Cards<br> <br>Press<br>release, dated March 3, 2021, titled: “CNH Industrial N.V. files 2020 Annual Report on Form 20-F and publishes 2020 EU Annual Report; calling of the Annual General Meeting” |
EX-99.1
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 Thursday, April 15, 2021.
To protect the health and safety of all shareholders and participants in connection with the COVID-19 outbreak and considering the temporary legislative measures from the Dutch government, 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 (www.cnhindustrial.com).
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 2020 |
| --- | --- |
| a. | Policy on additions to reserves and on dividends (discussion only item) |
| --- | --- |
| b. | Adoption of the 2020 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)<br> |
| --- | --- |
| 3. | 2020 REMUNERATION REPORT |
| --- | --- |
Application of the remuneration policy in 2020 (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. | Appointment of Scott W. Wine (voting item) |
| --- | --- |
| c. | Re-appointment of Howard W. Buffett (voting item) |
| --- | --- |
| d. | Re-appointment of Tufan Erginbilgic (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 Lorenzo Simonelli (voting item) |
| --- | --- |
| i. | Re-appointment of Vagn Sørensen (voting item) |
| --- | --- |
| 5. | RE-APPOINTMENT OF INDEPENDENT AUDITOR |
| --- | --- |
Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company (voting item)
| 6. | REPLACEMENT OF THE EXISTING AUTHORIZATION TO THE BOARD OF THE AUTHORITY TO ACQUIRE COMMON SHARES IN THECAPITAL OF THE COMPANY (VOTING ITEM) |
|---|---|
| 7. | CLOSE OF MEETING |
| --- | --- |
AGM documentation
The AGM documentation:
| • | CNH Industrial Annual Report 2020 (Report on Operations including – inter alia – the Remuneration<br>Report; Consolidated Financial Statements and Separate 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<br>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<br>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<br>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<br>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<br>Company (the “DTC Participant Account”); |
| --- | --- |
| • | shareholders holding common shares in an intermediary account in the Monte Titoli system (the “Monte Titoli<br>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 18, 2021 (the “Record Date”) in the register established for that purpose by the Board of Directors (the “AGMRegister”) 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 8, 2021 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).
Shareholdersholding 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 8, 2021 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 8, 2021 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 [email protected] until April 12, 2021 at 5:30 p.m. CEST. The email has to 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 shareholding at 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)
[email protected] or [email protected]
Computershare Investor Services
PO BOX 505000
Louisville, KY 40233-5000
By Overnight Delivery:
Computershare
462 South 4th Street
Suite 1600
Louisville, KY 40202
CNH Industrial N.V., March 3, 2021
EX-99.2
Exhibit 99.2
| ANNUAL GENERAL MEETING<br> <br>APRIL 15, 2021<br><br><br><br> <br>AGENDA AND<br><br><br>EXPLANATORY NOTES |
|---|
2
AGENDA
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CNH INDUSTRIAL N.V. (THE “COMPANY”) TO BE VIRTUALLY HELD ON THURSDAY, APRIL 15, 2021 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 2020 |
| --- | --- |
a. Policy on additions to reserves and on dividends (discussion only item)
b. Adoption of the 2020 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. | 2020 REMUNERATION REPORT |
|---|
Application of the remuneration policy in 2020 (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. Appointment of Scott W. Wine (voting item)
c. Re-appointment of Howard W. Buffett (voting item)
d. Re-appointment of Tufan Erginbilgic (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 Lorenzo Simonelli (voting item)
i. Re-appointment of Vagn Sørensen (voting item)
| 5. | RE-APPOINTMENT OF INDEPENDENT AUDITOR |
|---|
Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company (voting item)
| 6. | REPLACEMENT OF THE EXISTING AUTHORIZATION TO THE BOARD OF THE AUTHORITY TO ACQUIRE COMMONSHARES IN THE CAPITAL OF THE COMPANY (VOTING ITEM) |
|---|---|
| 7. | CLOSE OF MEETING |
| --- | --- |
3
EXPLANATORY NOTES TO THE AGENDA
Item 1: Opening
The chairperson of the meeting will open the Annual General Meeting of shareholders.
Item 2: Annual Report 2020
| ◾ | 2a Policy on additions to reserves and on dividends (discussion only item) |
|---|
Subject to the adoption of the 2020 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 € 0.11 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 2020 Annual Financial Statements (voting item) |
|---|
The executive directors of the Company will present the development of the business and results achieved in 2020. Further, they will comment on the Report on Operations. Please refer to the relevant sections of the Annual Report.
The Company’s 2020 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 2020 Annual Financial Statements be adopted by the Annual General Meeting of shareholders.
| ◾ | 2c Determination and distribution of dividend (voting item) |
|---|
The Board recommends to shareholders the distribution of a dividend in cash of €0.11 per common share, totaling approximately €150 million (equivalent to approximately $180 million, translated at the exchange rate reported by the European Central Bank on March 1, 2021).
The outstanding common shares will be quoted ex-dividend from April 19, 2021; the record date for the dividend shall be April 20, 2021 on both MTA and NYSE. It is expected that the dividend on the outstanding common shares will be paid on May 5, 2021.
| ◾ | 2d Release from liability of the executive directors and the non-executive directors of the Board (votingitem) |
|---|
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: 2020 Remuneration Report
| ◾ | Application of the remuneration policy in 2020 (advisory voting item) |
|---|
The director’s Remuneration Report for 2020 is contained in the Company’s Annual Report and complies with the Remuneration Policy (as revised by the shareholders at the Annual General Meeting held in April 2020). Our 2020 Remuneration Report gives an overview of how our Remuneration Policy has been implemented in 2020. 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-executivedirectors
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 on the day the first Annual General Meeting of shareholders is held in the calendar year following their year of appointment. 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.
4
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 Governance and Sustainability Committee, the Board therefore proposes that the number of directors be set at 9 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 director, Ms. Heywood, and the appointment of Mr. Wine as executive director, (b) the re-appointment of Mr. Buffett, Mr. Erginbilgic, Mr. Houle, Mr. Lanaway, Mr. Nasi, Mr. Simonelli and Mr. Sørensen, as non-executive directors. 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.
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 2022. 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 Appointment of Scott W. Wine (voting item) |
| --- | --- |
The Board believes that the contribution and performance of the executive director seeking re-appointment at the Annual General Meeting of shareholders continues to be effective, and that she demonstrates commitment to her role in the Company. The Board also believes that the appointment of Mr. Scott W. Wine strengthens the expertise and capabilities of the Board of Directors.
Accordingly, the Board recommends to re-appoint Suzanne Heywood and appoint Scott W. Wine as executive directors.
| ◾ | 4c Re-appointment of Howard W. Buffett (voting item) |
|---|---|
| ◾ | 4d Re-appointment of Tufan Erginbilgic (voting item) |
| --- | --- |
| ◾ | 4e Re-appointment of Léo W. Houle (voting item) |
| --- | --- |
| ◾ | 4f Re-appointment of John B. Lanaway (voting item) |
| --- | --- |
| ◾ | 4g Re-appointment of Alessandro Nasi (voting item) |
| --- | --- |
| ◾ | 4h Re-appointment of Lorenzo Simonelli (voting item) |
| --- | --- |
| ◾ | 4i Re-appointment of Vagn Sørensen (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 Howard W. Buffett, Tufan Erginbilgic, Léo W. Houle, John B. Lanaway, Alessandro Nasi, Lorenzo Simonelli and Vagn Sørensen.
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(voting item) |
|---|
The Audit Committee has reviewed and considered the performance of the independent auditors in connection with the review and audit of the Company’s 2020 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, 2021.
Item 6: Replacement ofthe 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 16, 2020, shareholders renewed the authority granted to the Board to acquire the Company’s common shares through stock exchange trading or otherwise to a maximum of up to 10% of the issued common shares as of April 16, 2020. Such authorization expires 18 months after the date of the 2020 Annual General Meeting of shareholders.
5
In order to maintain the necessary operating flexibility over an adequate time period and considering the fact that the current authorization to acquire the Company’s common shares expires on October 15, 2021, the Board proposes to the Annual General Meeting to replace the existing authority with a new authorization to acquire the Company’s common shares through stock exchange trading on the MTA and the NYSE or otherwise for a period of 18 months from April 15, 2021 and up to and including October 14, 2022 (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 obliges the Company to buy-back any common shares. The launch of any new program will be subject to a resolution of the Board of Directors. In any event, such program may be suspended, discontinued or modified at any time for any reason and without previous notice, 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 15, 2021 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 chairperson of the meeting will close the Annual General Meeting of shareholders. Final greetings.
CNH Industrial N.V., March 3, 2021
6
THIS IS NOT A PROXY STATEMENT. THE COMMON SHARES AND SPECIAL VOTING SHARES OF CNHINDUSTRIAL N.V. ARE EXEMPT FROM THE PROXY RULES UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
EX-99.3
Exhibit 99.3
SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 15, 2021 AT 5:30 P.M. CEST Exhibit 99.3 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 8, 2021 by mail or by Fax (+39 011 0923202) or by e-mail ([email protected]), 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) Tax Code Telephone no. e-mail entitled to vote at the close of business of March 18, 2021 (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. 6)
VOTING INSTRUCTIONS FORM SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 15, 2021 AT 5:30 P.M. CEST Exhibit 99.3 THE UNDERSIGNED INSTRUCTS the Appointed Representative to vote at the above indicated shareholders’ meeting as follows RESOLUTIONS OF THE AGENDA TO BE VOTED VOTE (Please tick as appropriate) 2.b. Adoption of the 2020 Annual Financial Statements For Against Abstain 2.c. Determination and distribution of dividend For Against Abstain 2.d. Release from liability of the executive directors and the non-executive directors of the Board For Against Abstain 3. Application of the Remuneration Policy in 2020 (advisory vote) For Against Abstain 4.a. Re-appointment of Suzanne Heywood (executive director) For Against Abstain 4.b. Appointment of Scott W. Wine (executive director) For Against Abstain 4.c. Re-appointment of Howard W. Buffett (non-executive director) For Against Abstain 4.d. Re-appointment of Tufan Erginbilgic (non-executive director) For Against Abstain 4.e. Re-appointment of Léo W. Houle (non-executive director) For Against Abstain 4.f. Re-appointment of John B. Lanaway (non-executive director) For Against Abstain 4.g. Re-appointment of Alessandro Nasi (non-executive director) For Against Abstain 4.h. Re-appointment of Lorenzo Simonelli (non-executive director) For Against Abstain 4.i. Re-appointment of Vagn Sørensen (non-executive director) For Against Abstain 5. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company 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 SIGNATURE
CNH Industrial N.V. 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. Proxies must be received by 5:00 p.m., Eastern Daylight Time, on April 8, 2021 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 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals The Board of Directors recommend that you vote FOR proposals 2(b) through 6. For Against Abstain For Against Abstain 2.b. Adoption of the 2020 Annual Financial Statements. 2.c. Determination and distribution of dividend. 2.d. Release from liability of the executive directors and the non-executive directors of the Board. 3. Advisory vote on application of the remuneration policy in 2020. 4. To vote FOR, AGAINST or ABSTAIN on the (re)-appointment of the executive directors and the re-appointment of the non-executive directors: For Against Abstain 4.a. – Re-appointment of Suzanne Heywood 4.b. – Appointment of Scott W. Wine 4.c. – Re-appointment of Howard W. Buffett 4.d. – Re-appointment of Tufan Erginbilgic 4.e. – Re-appointment of Léo W. Houle 4.f. – Re-appointment of John B. Lanaway 4.g. – Re-appointment of Alessandro Nasi 4.h. – Re-appointment of Lorenzo Simonelli 4.i. – Re-appointment of Vagn Sørensen 5. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company. 6. Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company. C 1234567890 J N T 1UPX 497795
The 2021 Annual Meeting of Shareholders of CNH Industrial N.V. will be held on Thursday, April 15, 2021 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 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — CNH INDUSTRIAL N.V. + 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 15, 2021 The undersigned, revoking all prior proxies, hereby appoints Michael P. Going 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 Thursday, April 15, 2021, virtually commencing at 5:30 p.m. Central European Standard 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 Meeting.
CNH Industrial N.V. 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 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. Proxies must be received by 5:00 p.m., Eastern Daylight Time, on April 8, 2021 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 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommend that you vote FOR proposals 2(b) through 6. For Against Abstain 2.b. Adoption of the 2020 Annual Financial Statements. 2.c. Determination and distribution of dividend. 2.d. Release from liability of the executive directors and the non-executive directors of the Board. 3. Advisory vote on application of the remuneration policy in 2020. 4. To vote FOR, AGAINST or ABSTAIN on the (re)-appointment of the executive directors and the re-appointment of the non-executive directors: For Against Abstain 4.a. – Re-appointment of Suzanne Heywood 4.b. – Appointment of Scott W. Wine 4.c. – Re-appointment of Howard W. Buffett 4.d. – Re-appointment of Tufan Erginbilgic 4.e. – Re-appointment of Léo W. Houle 4.f. – Re-appointment of John B. Lanaway 4.g. – Re-appointment of Alessandro Nasi 4.h. – Re-appointment of Lorenzo Simonelli 4.i. – Re-appointment of Vagn Sørensen 5. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company. 6. Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company. 03EHDD C 1234567890 J N T 1UPX 497795
The 2021 Annual Meeting of Shareholders of CNH Industrial N.V. will be held on Thursday, April 15, 2021 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 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — CNH INDUSTRIAL N.V. + 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 15, 2021 The undersigned, revoking all prior proxies, hereby appoints Michael P. Going 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 Thursday, April 15, 2021, virtually commencing at 5:30 p.m. Central European Standard 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 Meeting. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A—D ON BOTH SIDES OF THIS CARD.
EX-99.4
| Exhibit 99.4<br> <br><br><br><br>Corporate Communications |
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| CNH Industrial N.V. files 2020 Annual Report on Form 20-F and publishes2020 EU Annual Report; calling of the Annual General Meeting<br> <br><br> <br>London, March 3,<br>2021<br> <br><br> <br>CNH Industrial N.V. (NYSE:CNHI / MI:CNHI) announced today that it has filed its 2020<br>Annual Report on Form 20-F (prepared in accordance with U.S. GAAP) with the United States Securities and Exchange Commission and it has published its 2020 EU Annual Report (including the consolidated financial statements prepared in accordance with<br>EU-IFRS and the separate financial statements of CNH Industrial N.V.).<br> <br><br> <br>The 2020 Annual<br>Report on Form 20-F and the 2020 EU Annual Report are available in the Investors section of the CNH Industrial corporate website at www.cnhindustrial.com. Both documents can be viewed online or downloaded in PDF format. Shareholders may also<br>request a hard copy of the Company’s complete 2020 audited financial statements free of charge from [email protected].<br> <br><br><br><br>The Company also published today the Notice and the Agenda of its Annual General Meeting of Shareholders (“AGM”), which will be held virtually on April 15,<br>2021. To protect the health and safety of all participants, shareholders will not be allowed to attend the AGM in person.<br> <br><br><br><br>The Agenda of the AGM, the Explanatory Notes to the Agenda, the instructions and vote at the AGM, and other AGM documents are available on the Company’s website at<br>www.cnhindustrial.com, where they can be viewed and downloaded.<br> <br><br> <br>The Agenda of the AGM<br>will include (i) the approval of the 2020 EU Annual Report, (ii) the proposal to distribute a cash dividend of euro 0.11 per outstanding common share as recommended and approved by the Board of Directors, (iii) the application of the Remuneration<br>Policy **** in **** 2020, and (iv) the election of the Board of Directors, with Suzanne Heywood and Scott W. Wine to be appointed executive directors, and Howard W. Buffett, Tufan Erginbilgic, Léo W. Houle, John Lanaway, Alessandro Nasi,<br>Lorenzo Simonelli, and Vagn Sørensen to be appointed non-executive directors.<br> <br><br> <br>CNHIndustrial N.V.<br> <br>25 St. James’s Street<br> <br>London, SW1A 1HA<br><br><br>United Kingdom |
| If shareholders approve the proposed cash dividend, CNH Industrial N.V.<br>common shares will be quoted ex-dividend on April 19, 2021. The record date for the dividend will be April 20, 2021 on both MTA and the NYSE. It is expected that the dividend will be paid on May 5, 2021.<br><br><br><br> <br>CNH Industrial N.V. (NYSE: CNHI /MI: CNHI) is aglobal leader in the capital goods sector with established industrial experience, a wide range of products and a worldwide presence. Each of the individual brands belonging to the Company is a major international force in its specific industrialsector: Case IH, New Holland Agriculture and Steyr for tractors and agricultural machinery; Case and New Holland Construction for earth moving equipment; Iveco for commercial vehicles; Iveco Bus and Heuliez Bus for buses and coaches; Iveco Astra forquarry and construction vehicles; Magirus for firefighting vehicles; Iveco Defence Vehicles for defence and civil protection; and FPT Industrial for engines and transmissions. More information can be found on the corporate website:www.cnhindustrial.com<br> <br><br> <br>Contacts:<br><br><br><br> <br>Corporate Communications<br><br><br>Email: [email protected]<br> <br><br><br><br>Investor Relations<br> <br><br><br><br>Email: [email protected] |
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