6-K
MAGNA INTERNATIONAL INC (MGA)
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 under the Securities Exchange Act of 1934
For the month of May 2025
Commission File Number: 001-11444
MAGNA INTERNATIONAL INC.
(Exact Name of Registrant as specified in its Charter)
337 Magna Drive, Aurora, Ontario, CANADA L4G 7K1
(Address of principal executive office)
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 ☐ Form 40-F ☒
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.
| MAGNA INTERNATIONAL INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: May 8, 2025 | ||
| By: | /s/ "Bassem Shakeel" | |
| Bassem A. Shakeel, | ||
| Vice-President, Associate General Counsel and Corporate Secretary |
EXHIBITS
EdgarFiling EXHIBIT 99.1
| PRESS RELEASE |
|---|
Magna Announces 2025 Annual & Special Meeting Results
AURORA, Ontario, May 08, 2025 (GLOBE NEWSWIRE) -- Magna International Inc. (TSX: MG; NYSE: MGA) today announced voting results from its 2025 annual and special meeting of shareholders held on May 8, 2025. A total of 221,621,186 Common Shares or 78.66% of our issued and outstanding Common Shares were represented in person or by proxy at the meeting. Shareholders voted in favour of each item of business, as follows:
a. Election of Directors
| Nominee | Votes FOR | Nominee | Votes FOR |
|---|---|---|---|
| Mary S. Chan | 98.05% | William A. Ruh | 88.30% |
| Hon. V. Peter Harder | 98.56% | Dr. Indira V. Samarasekera | 85.59% |
| Jan R. Hauser | 99.48% | Peter Sklar | 99.87% |
| Seetarama S. Kotagiri (CEO) | 99.53% | Matthew Tsien | 88.33% |
| Jay K. Kunkel | 99.53% | Dr. Thomas Weber | 99.02% |
| Robert F. MacLellan | 99.12% | Lisa S. Westlake | 88.33% |
| Mary Lou Maher | 99.57% |
b. Other Items of Business
| Item | Votes FOR |
|---|---|
| Reappointment of Deloitte | 99.06% |
| Ratification of Stock Option Plan | 95.45% |
| Say on Pay | 81.44% |
Based on the voting results, all 13 nominees were elected to the Board, Deloitte was reappointed as independent auditor, the 2025 Stock Option Plan was ratified and the “Say on Pay” resolution was approved – in each case by a substantial majority. Detailed voting results are included as Appendix “A” to this press release.
Following the annual meeting, Magna’s Board confirmed:
- Robert F. MacLellan as Board Chair;
- Mary Lou Maher as Audit Committee Chair
- Hon. V. Peter Harder as Governance, Nominating and Sustainability Committee Chair;
- William A. Ruh as Technology Committee Chair; and
- Dr. Indira V. Samarasekera as Talent Oversight and Compensation Committee Chair.
INVESTOR CONTACT Louis Tonelli, Vice-President, Investor Relations louis.tonelli@magna.com │ 905.726.7035
MEDIA CONTACT Tracy Fuerst, Vice-President, Corporate Communications & PR tracy.fuerst@magna.com │ 248.761.7004
ABOUT MAGNA INTERNATIONAL Magna is more than one of the world’s largest suppliers in the automotive space. We are a mobility technology company built to innovate, with a global, entrepreneurial-minded team of approximately 167,000^(^^1^^)^ employees across 342 manufacturing operations and 103 product development, engineering and sales centres spanning 28 countries^(^^2^^)^. With 65+ years of expertise, our ecosystem of interconnected products combined with our complete vehicle expertise uniquely positions us to advance mobility in an expanded transportation landscape.
For further information about Magna (NYSE:MGA; TSX:MG), please visit www.magna.com or follow us on social.
_________________________________
^(^^1^^)^ Number of employees includes approximately 155,000 employees at our wholly owned or controlled entities and over 12,000 employees at certain operations accounted for under the equity method. ^(^^2^^)^ Manufacturing operations, product development, engineering and sales centres include certain operations accounted for under the equity method.
| Appendix “A” | ||||
|---|---|---|---|---|
| VOTING RESULTS - 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS | ||||
| Resolution | Votes For | Votes Withheld/Against | ||
| # | % | # | % | |
| Elect Mary S. Chan as Director | 209,018,939 | 98.05% | 4,159,027 | 1.95% |
| Elect Hon. V. Peter Harder as Director | 210,120,081 | 98.56% | 3,059,219 | 1.44% |
| Elect Jan R. Hauser as Director | 212,077,567 | 99.48% | 1,101,734 | 0.52% |
| Elect Seetarama S. Kotagiri (CEO) as Director | 212,174,381 | 99.53% | 1,004,920 | 0.47% |
| Elect Jay K. Kunkel as Director | 212,169,825 | 99.53% | 1,009,477 | 0.47% |
| Elect Robert F. MacLellan as Director | 211,303,211 | 99.12% | 1,876,060 | 0.88% |
| Elect Mary Lou Maher as Director | 212,257,273 | 99.57% | 921,998 | 0.43% |
| Elect William A. Ruh as Director | 188,240,636 | 88.30% | 24,938,565 | 11.70% |
| Elect Dr. Indira V. Samarasekera as Director | 182,460,897 | 85.59% | 30,717,994 | 14.41% |
| Elect Peter Sklar as Director | 212,893,103 | 99.87% | 285,712 | 0.13% |
| Elect Matthew Tsien as Director | 188,302,364 | 88.33% | 24,876,868 | 11.67% |
| Elect Dr. Thomas Weber as Director | 211,089,923 | 99.02% | 2,089,179 | 0.98% |
| Elect Lisa S. Westlake as Director | 188,290,938 | 88.33% | 24,884,919 | 11.67% |
| Re-Appointment of Deloitte LLP as Auditor | 219,528,061 | 99.06% | 2,090,531 | 0.94% |
| Ratification of 2025 Stock Option Plan | 203,483,387 | 95.45% | 9,692,621 | 4.55% |
| Advisory Resolution on Executive Compensation | 173,620,127 | 81.44% | 39,555,176 | 18.56% |
EdgarFiling
Exhibit 99.2
MAGNA INTERNATIONAL INC.
REPORT OF VOTING RESULTS
FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS HELD ON MAY 8, 2025
In accordance with Section 11.3 of National Instrument 51-102 - ContinuousDisclosure Obligations, the following sets out the matters voted on at the annual and special meeting of shareholders of Magna International Inc. (the "Company") held on Thursday, May 8, 2025. Each of the matters is described in greater detail in the Company's Notice of 2025 Annual and Special Meeting of Shareholders and Management Information Circular/Proxy Statement dated March 27, 2025. A total of 221,621,186 Common Shares, or 78.66% of the Company’s issued and outstanding Common Shares, were represented in person or by proxy at the meeting. The manner in which the votes and proxies received, as applicable, were cast in respect of each matter is set out below.
| 1. | Election of Directors |
|---|
The following resolutions were passed, and the Company’s 13 nominees were elected as directors of the Company by the holders of Common Shares.
| Resolution | Votes For | Votes Withheld/Against | ||
|---|---|---|---|---|
| # | % | # | % | |
| Elect Mary S. Chan as Director | 209,018,939 | 98.05% | 4,159,027 | 1.95% |
| Elect Hon. V. Peter Harder as Director | 210,120,081 | 98.56% | 3,059,219 | 1.44% |
| Elect Jan R. Hauser as Director | 212,077,567 | 99.48% | 1,101,734 | 0.52% |
| Elect Seetarama S. Kotagiri (CEO) as Director | 212,174,381 | 99.53% | 1,004,920 | 0.47% |
| Elect Jay K. Kunkel as Director | 212,169,825 | 99.53% | 1,009,477 | 0.47% |
| Elect Robert F. MacLellan as Director | 211,303,211 | 99.12% | 1,876,060 | 0.88% |
| Elect Mary Lou Maher as Director | 212,257,273 | 99.57% | 921,998 | 0.43% |
| Elect William A. Ruh as Director | 188,240,636 | 88.30% | 24,938,565 | 11.70% |
| Elect Dr. Indira V. Samarasekera as Director | 182,460,897 | 85.59% | 30,717,994 | 14.41% |
| Elect Peter Sklar as Director | 212,893,103 | 99.87% | 285,712 | 0.13% |
| Elect Matthew Tsien as Director | 188,302,364 | 88.33% | 24,876,868 | 11.67% |
| Elect Dr. Thomas Weber as Director | 211,089,923 | 99.02% | 2,089,179 | 0.98% |
| Elect Lisa S. Westlake as Director | 188,290,938 | 88.33% | 24,884,919 | 11.67% |
| 2. | Appointment of Auditor | |||
| --- | --- |
A resolution was passed by holders of Common Shares to reappoint Deloitte as independent auditor of the Company and to authorize the Audit Committee to fix the independent auditor’s renumeration.
| Resolution | Votes For | Votes Withheld/Against | ||
|---|---|---|---|---|
| # | % | # | % | |
| Re-Appointment of Deloitte LLP as Auditor | 219,528,061 | 99.06% | 2,090,531 | 0.94% |
| 3. | Approval of 2025 Incentive Stock Option Plan | |||
| --- | --- |
A resolution was passed by holders of Common Shares to ratify and approve the 2025 Stock Option Plan, a copy of which was appended to the Company’s Management Information Circular/Proxy Statement dated March 27, 2025; and to ratify and approve the 2025 Option Grant, including the 2025 Insider Grant, as further described in the Company’s Management Information Circular/Proxy Statement dated March 27, 2025.
| Resolution | Votes For | Votes Withheld/Against | ||
|---|---|---|---|---|
| # | % | # | % | |
| Ratification of 2025 Stock Option Plan | 203,483,387 | 95.45% | 9,692,621 | 4.55% |
| 4. | Say on Pay |
|---|
A resolution was passed by holder of Common Shares to accept the approach to executive compensation disclosed in the Company’s Management Information Circular/Proxy Statement dated March 27, 2025.
| Resolution | Votes For | Votes Withheld/Against | ||
|---|---|---|---|---|
| # | % | # | % | |
| Advisory Resolution on Executive Compensation | 173,620,127 | 81.44% | 39,555,176 | 18.56% |