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 March 2021

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 Form 20-F or Form 40-F.

Form 20-F o                                    Form  40-F ý

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):                     

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):                     

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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.

EXHIBITS

QuickLinks

Exhibit 22.1

DEAR FELLOW SHAREHOLDERS,

Proxy Summary

In this summary, we highlight certain information you will find in various parts of the management information circular/proxy statement (the "Circular") which follows. This summary does not contain all of the information that you should consider. Please review the entire Circular carefully before casting your vote.

Business of the Meeting

Selected 2020 Financial Results

Proxy Summary       1

Election of Directors – 2021 Nominees

Additional information about the Nominees, including their biographies, skills and compensation can be found starting on page 14 of the Circular.

2       Proxy Summary

Reappointment of Deloitte

Deloitte, an Independent Registered Public Accounting Firm, was first appointed Magna's independent auditors on May 8, 2014 and has audited Magna's consolidated financial statements for the fiscal years ended December 31, 2014 and after. Deloitte reports directly to the Audit Committee, which oversees the firm's work, evaluates its performance and sets its compensation.

The Audit Committee believes that Deloitte provides value to Magna's shareholders through its methodical, independent challenge to Magna's external financial reporting. Deloitte's audit approach is based on an audit risk assessment, which is continuously updated throughout the year. Audit risks identified in the risk assessment are addressed through pin-pointing audit procedures which reflect Deloitte's understanding of Magna-specific factors as well as the general business environment in which Magna operates. The firm's communications to the Audit Committee demonstrate strong audit quality, professional skepticism and innovation in the audit, including through the effective use of data analytics. The Audit Committee is satisfied that Deloitte's integrated audit team consists of audit professionals and specialists who are qualified and experienced to provide audit services in the regions in which Magna operates. The firm has demonstrated a commitment to promoting a learning culture within its own team and sharing the firm's insights, perspectives and best practices with the Audit Committee, the Board, internal audit, as well as management and Magna's finance teams.

Additional information about Deloitte, including its independence, services and fees can be found starting at page 29 of the Circular.

Compensation Structure

Magna's executive compensation framework has been structured to promote effective short- and long-term decision-making through balanced incentives aimed at profitable growth in a lean manufacturing business, as well as long-term value creation in a rapidly evolving industry. Some of the ways we seek to achieve these objectives include:

Proxy Summary       3

2020 CEO Compensation

Target total direct CEO compensation for 2020 had previously been set by the CGCNC at $19.830 million, unchanged from the 2019 target. Consistent with the framework described above, compensation for Magna's CEO during 2020, Donald Walker, comprised a significantly below-market base salary, a profit-driven STI, as well as LTIs tied to value-creation on both an absolute basis and relative to industry peers. Mr. Walker's base salary and target STI represented 40% of his target total direct compensation (TDC) $19.830 million, with target LTI values representing 60% of such target amount. Mr. Walker's TDC was set by the Board in 2017 and was held at that level through the end of 2020, when he retired. Mr. Walker did not receive any severance or retirement compensation, nor any non-contractual amount in relation to his retirement.

Early in 2021, the CGCNC reviewed the impact of COVID-19 on Magna's compensation programs. While this review included an assessment of the company's operating, financial and stock market performance for 2020, a critical element of it was the manner in which Executive Management (including Mr. Walker) addressed compensation for Magna's employees and non-executive managers during the pandemic. A full discussion of the CGCNC's review and all of the factors considered is contained in the Compensation and Performance Report beginning on page 32 of the Circular. Based on its review, the CGCNC applied discretion to add-back to the bonus base for STIs certain amounts related to restructuring and impairment charges recorded in 2020 substantially as a result of COVID-19, while also deducting from the bonus base certain amounts to ensure there was no compensation benefit related to the net amount of COVID-related government grants. Included in Mr. Walker's STI is $1.414 million resulting from these adjustments, although Mr. Walker's STI was 46% below target even after the adjustment is taken into account. No changes were made to Mr. Walker's base salary or LTIs due to the impact of COVID-19.

Pay for Performance

The pay for performance graph below depicts the strong alignment between CEO compensation and TSR performance against the companies in Magna's executive compensation peer group, over a three-year period.

4       Proxy Summary

The CGCNC recommends that you consider CEO compensation in the context of company performance over different time periods. The Compensation and Performance Report which starts at page 32 of the Circular presents the CGCNC's perspective. A full discussion of our approach to executive compensation can be found starting on page 41 of the Circular.

2021 CEO Compensation Setting

As noted above, Donald Walker retired as our Chief Executive Officer on December 31, 2020, after a 33-year career with the company and was succeeded by Seetarama S. Kotagiri, whose selection was announced late in October 2020. In connection with this planned leadership transition, the CGCNC set 2021 compensation terms for Mr. Kotagiri based on the principle that target compensation should be roughly at the median of Magna's executive compensation peer group. Mr. Kotagiri's 2021 target was set at $12.0 million, as against a peer group median of around $15.5 million, with the intent to increase that target to the median based on demonstrated achievements in the role.

In addition, the CGCNC implemented the following corporate governance enhancements to compensation terms for Mr. Kotagiri and other members of Executive Management:

■

a 2x cap on the profit sharing STI;

■

elimination of the 12-month notice period to reset the STI/profit sharing percentage;

■

an expanded compensation clawback; and

■

discontinuation of personal use of corporate aircraft.

A complete discussion of 2021 compensation setting can also be found in the Compensation and Performance Report beginning on page 32 of the Circular.

Corporate Governance

The highlights of our approach to corporate governance are as follows:

A full discussion of our approach to corporate governance can be found starting on page 67 of the Circular.

Proxy Summary       5

Sustainability

At Magna, we recognize the reality of climate change and its impact on the planet. As a result, we are focused on doing the right things today so that our corporate interests do not come at the expense of the viability of life for the generations that follow.

Our Sustainability Report, which is appended to our Annual Information Form / Annual Report on Form 40-F, aims to provide our stakeholders with a better understanding of how we approach the creation of sustainable, long-term value and our management of sustainability-related risks. The report has been structured to align with the Task Force on Climate-Related Financial Disclosures (TCFD) framework, as well as the Sustainability Accounting Standards Board's (SASB) Auto Parts accounting standard, where possible. Applicable SASB and other metrics are as follows:

Notes:

1.

2020 data with respect to Water Withdrawals, Emissions, Energy Management, and Waste Management is preliminary.

2.

Wholly-owned operations only.

6       Proxy Summary

Notice of Annual Meeting of Shareholders

You are receiving this notice of Magna's Annual Meeting of Shareholders (the "Meeting") since you held Magna Common Shares at the close of business on March 19, 2021. You are entitled to vote your shares at the Meeting, which is being held to:

The Circular relating to the Meeting contains more information on the matters to be addressed at the Meeting. The section of the Circular titled "How to Vote Your Shares" contains detailed information to help you understand how to vote your shares within the applicable time limits. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion.

Magna has elected to use the Notice and Access rules permitted by Canadian securities regulators to deliver the Circular to both our registered and non-registered shareholders. This means that instead of receiving the Circular by mail, shareholders will receive a written notification with instructions on how to access the Circular online, together with a form of proxy or voting instruction form, as applicable. The Circular is available on our website at magna.com, on SEDAR at sedar.com and on EDGAR at sec.gov.

By order of the Board of Directors.

March 25, 2021	BASSEM A. SHAKEEL
Aurora, Ontario	Vice-President and Corporate Secretary

Management Information Circular/Proxy Statement

This Circular is being provided to you in connection with the Annual Meeting of Magna's shareholders (the "Meeting"), which will be held on Thursday, May 6, 2021 commencing at 10:00 a.m. (Toronto time) via live audio webcast online at www.virtualshareholdermeeting.com/mga2021.

Voting Information

Voting Information       9

How To Vote Your Shares

10       Voting Information

These securityholder materials are being sent to both registered
and non-registered owners of Magna Common Shares.

HOW TO VOTE – REGISTERED SHAREHOLDERS		HOW TO VOTE – NON-REGISTERED SHAREHOLDERS
If you are a registered shareholder, you may vote either by proxy or by completing an online ballot during the Meeting. Submitting Votes by Proxy There are four ways to submit your vote by proxy:        smartphone       internet       mail       telephone The form of proxy contains instructions for each of these methods. If you are voting by smartphone, internet or telephone, you will need the pre-printed Control Number on your form of proxy. A proxy submitted by mail must be in writing, dated the date on which you signed it and be signed by you (or your authorized attorney). If such a proxy is being submitted on behalf of a corporate shareholder, the proxy must be signed by an authorized officer or attorney of that corporation. If a proxy submitted by mail is not dated, it will be deemed to bear the date on which it was sent to you. If you are voting your shares by proxy, you must ensure that your completed, signed and dated proxy form or your smartphone, internet or telephone vote is received by Broadridge Investor Communications not later than 5:00 p.m. (Toronto time) on May 4, 2021. If the Meeting is adjourned or postponed, you must ensure that your completed and signed proxy form or your smartphone, internet or telephone vote is received by Broadridge not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. Appointment of Proxyholder Unless you specify otherwise or appoint a proxyholder, the Magna officers whose names are pre-printed on the form of proxy will vote your shares: ■      FOR the election to the Magna Board of Directors of all of the nominees named in this Circular; ■      FOR the reappointment of Deloitte as Magna's independent auditors and the authorization of the Audit Committee to fix the independent auditors' remuneration; and ■      FOR the advisory resolution to accept the approach to executive compensation disclosed in this Circular. You have the right to appoint someone else (who need not be a shareholder) as your proxyholder; however, if you do, that person must vote your shares on your behalf during the virtual Meeting. To appoint someone else as your proxyholder, insert the person's name in the space provided on the form of proxy and provide an appointee identification number as indicated.		If you are a non-registered shareholder, the intermediary holding on your behalf (and not Magna) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions. Submitting Voting Instructions There are four ways to submit your vote by Voting Instruction Form:        smartphone       internet       mail       telephone The Voting Instruction Form contains instructions for each of these methods. If you are a non-registered shareholder and have received a Voting Instruction Form from Broadridge Investor Communications, you must complete and submit your vote by smartphone, internet, mail or telephone, in accordance with the instructions on the form. Your completed, signed and dated Voting Instruction Form or your smartphone, internet or telephone vote must be received by Broadridge not later than 5:00 p.m. (Toronto time) on May 4, 2021. If the Meeting is adjourned or postponed, you must ensure that your completed, signed and dated Voting Instruction Form or your smartphone, internet or telephone vote is received by Broadridge not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. If a Voting Instruction Form submitted by mail or fax is not dated, it will be deemed to bear the date on which it was sent to you. Additionally, Magna may use Broadridge's QuickVote™ service to assist beneficial shareholders with voting their shares. Broadridge will tabulate the results of all the instructions received and then provide the appropriate instructions respecting the shares to be represented at the Meeting. In some cases, you may have received a form of proxy instead of a Voting Instruction Form, even though you are a non-registered shareholder. Such a form of proxy will likely be stamped by the securities dealer, broker, bank, trust company or other nominee or intermediary holding your shares and be restricted as to the number of shares to which it relates. In this case, you must complete the form of proxy and submit it to Broadridge as described to the left under "How to Vote – Registered Shareholders – Submitting Votes By Proxy". If you choose to vote by proxy, you are giving the person (referred to as a "proxyholder") or people named on your form of proxy the authority to vote your shares on your behalf at the Meeting (including any adjournment or postponement of the Meeting).

Voting Information       11

12       Voting Information

Business of the Meeting        13

The Board recommends that you vote FOR each of the 12 nominees.

NOMINEE OVERVIEW
NOMINEE				AGE		DIRECTOR SINCE		PRINCIPAL OCCUPATION		INDEPENDENCE(1)		FINANCIAL LITERACY		FINANCIAL EXPERTISE		COMMITTEE MEMBERSHIPS
		Peter G. Bowie		74		May 10, 2012		Corporate Director		I		ü		ü		Audit
		Mary S. Chan		58		August 10, 2017		Managing Partner of VectoIQ LLP and Corporate Director		I		ü				Technology
		Hon. V. Peter Harder, P.C.		68		January 10, 2020		Senator and Corporate Director		I		ü				CGCNC
		Seetarama S. Kotagiri(2)		52		January 1, 2021		Chief Executive Officer of Magna		M		ü				–
		Dr. Kurt J. Lauk		74		May 4, 2011		Co-Founder & President, Globe CP GmbH		I		ü		ü		Technology (Cmte Chair)
		Robert F. MacLellan		66		May 10, 2018		Chairman, Northleaf Capital Partners and Corporate Director		I		ü		ü		Audit (Cmte Chair)
		Mary Lou Maher		60		New Nominee		Corporate Director		I		ü		ü		–
		Cynthia A. Niekamp		61		May 8, 2014		Corporate Director		I		ü		ü		Audit
		William A. Ruh		59		May 11, 2017		Chief Executive Officer, Digital Lendlease Group		I		ü				Technology
		Dr. Indira V. Samarasekera		68		May 8, 2014		Senior Advisor, Bennett Jones LLP and Corporate Director		I		ü				CGCNC (Cmte Chair)
		Lisa S. Westlake		59		May 9, 2019		Corporate Director		I		ü		ü		CGCNC
		William L. Young		66		May 4, 2011		Board Chair and Corporate Director		I		ü		ü		–

Notes:

1.

I = Independent; M = Management

2.

Mr. Kotagiri was appointed as the Chief Executive Officer and a director of Magna effective January 1, 2021.

14       Business of the Meeting

Board Overview

Board's Role

Directors are elected by shareholders to act as stewards of the company. The Board is Magna's highest decision-making body, except to the extent certain rights have been reserved for shareholders under applicable law or Magna's articles of incorporation or by-laws. Among other things, the Board is responsible for appointing our Chief Executive Officer, overseeing Management, shaping and overseeing implementation of our long-term strategy, satisfying itself that material risks are being managed appropriately, reviewing and approving financial statements, establishing our systems of corporate governance and executive compensation, as well as overseeing our corporate culture. In fulfilling their duties, directors are required under applicable law to act in the best interests of the company.

2021 Nomination Process

Nominees for election at the Meeting include ten directors who were elected at our 2020 annual meeting of shareholders: Peter G. Bowie; Mary S. Chan; Hon. V. Peter Harder; Dr. Kurt J. Lauk; Robert F. MacLellan; Cynthia A. Niekamp; William A. Ruh; Dr. Indira V. Samarasekera; Lisa S. Westlake; and William L. Young. Additionally, two candidates are being nominated for the first time: Seetarama S. Kotagiri, who was appointed to the Board effective January 1, 2021, in conjunction with his appointment as Chief Executive Officer; and Mary Lou Maher, who was recruited as a new nominee as discussed below.

One current director who has served on the Board since 2012, Scott B. Bonham, is not standing for re-election at the Meeting and will retire from the Board at the end of his current term. Mr. Bonham has served as a consultant to Magna since January 1, 2018 and will continue supporting Magna in such capacity.

In recommending to the Board the nominees who currently serve as directors on our Board, the CGCNC considered a number of factors, including:

■

the nominees' respective skills, expertise and experience, as well as the extent to which the nominees meet the minimum qualifications described above;

■

results of the Board's annual self-assessment process, which incorporates both a self-evaluation and a peer review process;

■

individual voting results from the 2020 annual meeting; and

■

feedback from the Board's independent advisors and others.

Mary Lou Maher was put forward as a nominee after completion by the CGCNC of a candidate search which was assisted by the CGCNC's independent advisor. Following review of an updated Board skills matrix, consideration of Magna's strategic priorities and analysis of potential skills gaps in relation to those strategic priorities, the CGCNC sought candidates possessing strategic finance and audit expertise. The CGCNC believes that Ms. Maher's deep expertise as an auditor, as well as her financial expertise, make her a compelling candidate for service on Magna's Board. Subject to Ms. Maher's election at the Meeting, the Board intends to appoint her to the Audit Committee of the Board.

The CGCNC and the Board are confident that each of the twelve nominees:

■

exceeds the minimum requirements set out in our Board Charter and the Business Corporations Act (Ontario) ("OBCA");

■

has skills, experience and expertise that provide the Board with the necessary insight to effectively carry out its mandate; and

■

will, if elected, provide responsible oversight as a steward of the corporation, including prudent oversight of Management.

Refer to "Nominees for Election to the Board" for detailed information regarding the skills, expertise and other relevant information which you should consider in casting your vote for each nominee.

Unless otherwise instructed, the Magna officers whose names have been pre-printed on the form of proxy or Voting Instruction Form intend to vote FOR each such nominee.

Business of the Meeting        15

Nominees for Election to the Board

Nominee Skills and Expertise

The CGCNC seeks to recruit candidates who reflect a diversity of skills, experience, perspectives and backgrounds which are relevant to Magna's business. While the specific mix may vary from time to time and alternative categories may be considered in addition to or instead of those below, the following skills matrix lists the types of experience generally sought by the CGCNC and includes each nominee's self-assessed ranking of his or her experience level for each item.

Accounting/Audit: technical expertise with financial statements and financial reporting matters; understanding of critical accounting policies, technical issues relevant to the internal and external audit, as well as internal controls.		➀		➂		➁		➂		➀		➀		➀		➁		➁		➂		➁		➂
Automotive: practical experience with automobile manufacturers or suppliers; solid understanding of industry dynamics on a global or regional basis; knowledge of World Class Manufacturing; or experience in comparable capital-intensive manufacturing industries.		➂		➀		➂		➀		➀		➂		➂		➀		➂		➂		➂		➁
Finance/Financial Advisory: senior financial management roles and/or financial advisory roles; expertise related to capital allocation, capital structure or capital markets.		➀		➂		➁		➁		➁		➀		➀		➀		➁		➂		➀		➁
Governance/Board: sophisticated understanding of corporate governance practices and norms; prior board experience; expertise with stakeholder management or engagement.		➀		➁		➀		➁		➁		➀		➁		➀		➁		➀		➀		➀
High-Growth Markets: a track record of operational success or other experience in markets other than North America and Western Europe, such as China.		➀		➀		➀		➀		➀		➂		➂		➀		➁		➁		➀		➂
Large Cap Company: board, management and/or other applicable experience with companies that have a market capitalization in excess of $10 billion.		➀		➀		➀		➀		➀		➀		➁		➀		➀		➀		➀		➀
Legal/Regulatory/Public Policy: experience with legal and regulatory compliance oversight; experience in relevant areas of government or public policy.		➁		➂		➀		➂		➁		➁		➁		➂		➀		➀		➁		➁
Mergers & Acquisitions ("M&A"): management or board-level experience with complex M&A in different industries and/or different geographic regions.		➀		➁		➂		➀		➀		➀		➁		➀		➁		➁		➀		➀
R&D/Innovation/Technology: domain expertise and skill in technology/innovation; practical experience with technological transformation and disruption.		➂		➀		➁		➀		➀		➂		➂		➁		➀		➀		➁		➂
Risk Oversight: practical expertise in risk governance, including enterprise risk management frameworks; knowledge/understanding of risk monitoring and mitigation.		➀		➁		➀		➁		➁		➀		➀		➁		➀		➁		➀		➁
Senior/Executive Leadership: demonstrated track record of leadership, mature judgment, operating success and value creation in complex organizations and/or in progressively challenging roles.		➀		➀		➀		➀		➀		➀		➀		➀		➀		➀		➀		➀
Strategy Development: board, senior management and/or other experience in strategy development, analysis or oversight.		➀		➀		➀		➀		➀		➀		➀		➀		➀		➀		➀		➀
Talent Management/Compensation: hands-on experience developing, managing, compensating and motivating employees.		➀		➀		➀		➀		➂		➀		➀		➀		➀		➁		➀		➁

Ranking Legend

➀

Significant expertise/experience

➁

Strong familiarity

➂

General understanding

16       Business of the Meeting

Nominee Independence

Eleven out of twelve, or 92%, of the nominees for election at the Meeting are independent. A summary of the independence determination for each nominee is set forth below:

Nominees' Meeting Attendance

Directors are expected to attend all Board meetings, as well as all meetings of standing Committees on which they serve, and are welcome to attend any other Committee meetings. However, we recognize that scheduling conflicts are unavoidable from time to time, particularly in the first year of a director's tenure, and also where meetings are called on short notice. Our Board Charter requires Directors to attend a minimum of 75% of regularly scheduled Board and applicable standing Committee meetings, except where an absence is due to medical or other valid reason. The nominees who served on the Board during 2020 achieved 99.5% attendance at all Board and applicable Committee meetings (in aggregate), as set forth below.

Notes:

1.

Attendance figures for Audit, CGCNC and Technology include only those directors who served as members of such committees during 2020.

2.

Mr. MacLellan attended all regularly-scheduled meetings, but was unable to attend one ad hoc Board meeting due to a conflicting prior commitment.

Business of the Meeting        17

2020 Annual Meeting Vote Results

Each of the nominees standing for re-election received a substantial majority of votes "for" his or her election at our 2020 annual meeting of shareholders, as set forth in the table below.

Nominees' Equity Ownership

We believe it is important that each Independent Director be economically aligned with shareholders. We try to achieve such alignment in two principal ways:

■

Equity Maintenance Requirement: Each Independent Director other than the Board Chair is required to hold a minimum of $750,000 of Magna Common Shares and/or Deferred Share Units ("DSUs") within five years of joining the Board. The Board Chair is required to hold a minimum of $1,500,000 of Magna Common Shares and/or DSUs within three years of becoming Chair.



■

Mandatory Deferral of Compensation: Until the equity maintenance requirement has been achieved, a minimum of 60% of the Independent Director annual retainer is paid in the form of DSUs. Once an Independent Director has achieved the minimum equity maintenance requirement, a minimum of 40% is automatically deferred in the form of DSUs, subject to the director's election to defer a greater amount. DSUs are notional units, the value of which is tied to the market value of our Common Shares. The value represented by an Independent Director's DSUs can only be realized following his or her departure from the Board and remains "at risk" until that time.

Each of Magna's nominees is in compliance with the minimum equity maintenance requirement and many exceed it. New directors are entitled to a five year period in which to accumulate the minimum required value of Common Shares and/or DSUs.

The twelve nominees held Magna Common Shares and/or DSUs with the following total value, as of the Record Date:

Notes:

1.

In calculating the value of total equity at risk, we have used the closing price of Magna Common Shares on the NYSE on the Record Date.

2.

"Complies" signifies a director who: (a) is within his or her first five years of tenure and accumulating equity value to achieve the minimum equity requirement; or (b) achieved the minimum equity requirement, but whose equity value subsequently fell below such minimum solely due to fluctuation in Magna's stock price.

3.

Represents restricted share units.

18       Business of the Meeting

Biographies of 2021 Nominees

		Ontario, Canada                             Age: 74 Tenure: ~9

---

Other Current Public Company Boards:
        §        Xebec Adsorption, Inc. (Audit)

---

Total 2020 Compensation:
$196,000
Equity-at-risk (Record Date):
$5,797,000

		New Jersey, U.S.A.                             Age: 58 Tenure: 3+

---

Other Current Public Company Boards:
        §        CommScope Inc. (Compensation)
        §        Dialog Semiconductor PLC (Nominating; Compensation (Chair))
        §        SBA Communications Corporation (Compensation, Governance & Nomination)

---

Total 2020 Compensation:
$195,000
Equity-at-risk (Record Date):
$1,639,000

Business of the Meeting        19

		Ontario, Canada                             Age: 68 Tenure: 1+

---

Other Current Public Company Boards*:
        §        None

---

Total 2020 Compensation:
$208,000
Equity-at-risk (Record Date):
$512,000

*  Mr. Harder was a director of Arise Technologies Corporation ("Arise") until June 24, 2011. Arise was deemed to have made an assignment into bankruptcy on April 11, 2012.

		Michigan, U.S.A.     Age: 52 Tenure: <1

---

Other Current Public Company Board:
        §        None

---

Total 2020 Compensation:
$7,452,000
Equity-at-risk (Record Date):
$14,451,000

20       Business of the Meeting

		Baden-Württemberg, Germany     Age: 74 Tenure: ~10

---

Other Current Public Company Boards:
        §        Hennessy Capital Investment Corp. V

---

Total 2020 Compensation:
$222,000
Equity-at-risk (Record Date):
$3,202,000

		Ontario, Canada                             Age: 66 Tenure: ~3

---

Other Current Public Company Boards:
        §        T. Rowe Price Group, Inc. (Compensation (Chair); Audit)

---

Total 2020 Compensation:
$217,000
Equity-at-risk (Record Date):
$1,282,000

Business of the Meeting        21

		Ontario, Canada                             Age: 60 Tenure: n/a

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Other Current Public Company Boards:
        §        Canadian Imperial Bank of Commerce (standing for election at the annual meeting on April 8, 2021)

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Total 2020 Compensation:
N/A – New Nominee
Equity-at-risk (Record Date):
$87,000