6-K
Stellantis N.V. (STLA)
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 June 2025
Commission File No. 001-36675
_______________________________
STELLANTIS N.V.
(Translation of Registrant’s Name Into English)
_______________________________
Taurusavenue 1
2132LS, Hoofddorp
The Netherlands
Tel. No.: +31 237001511
(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 o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(7): o
The following exhibit is furnished herewith:
| Exhibit 99.1 | Press release issued by Stellantis N.V. dated June 5, 2025. |
|---|---|
| Exhibit 99.2 | Notice of the Extraordinary General Meeting |
| Exhibit 99.3 | Agenda and Explanatory Notes |
| Exhibit 99.4 | Bio of Antonio Filosa |
| Exhibit 99.5 | Outstanding Share Capital and Voting Rights at the Date of the Notice |
| Exhibit 99.6 | Shares Registered in the United States - Proxy Card |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 6, 2025 | STELLANTIS N.V. | |
|---|---|---|
| By: | /s/ Giorgio Fossati | |
| Name: Giorgio Fossati | ||
| Title: General Counsel |
Index of Exhibits
| Exhibit<br><br>Number | Description of Exhibit |
|---|---|
| 99.1 | Press release issued by Stellantis N.V. dated June 5, 2025. |
| 99.2 | Notice of the Extraordinary General Meeting |
| 99.3 | Agenda and Explanatory Notes |
| 99.4 | Bio of Antonio Filosa |
| 99.5 | Outstanding Share Capital and Voting Rights at the Date of the Notice |
| 99.6 | Shares Registered in the United States - Proxy Card |
Document
Exhibit 99.1
Stellantis Publishes Agenda for
2025 Extraordinary General Meeting of Shareholders
AMSTERDAM, June 5, 2025 – Stellantis N.V. today announced the publication of the agenda and explanatory notes for its 2025 Extraordinary General Meeting of Shareholders (EGM), which is scheduled to take place on July 18, 2025, in Amsterdam.
As previously announced, the EGM will resolve the proposed appointment of Mr. Antonio Filosa as an executive director of the Company.
Antonio Filosa is a veteran of the Company with a proven track record of hands-on success spanning over 25 years in the automotive industry. He has led Stellantis in both North and South America as well as in Global Quality. During his time as Chief Operating Officer of South America, the FIAT brand gained a market-leading position, along with significant growth in the Peugeot, Citroën, Ram, and Jeep® brands. As a result, Stellantis became a clear industry leader in the region. He led the startup of the Pernambuco plant, one of South America’s largest automotive hubs, and launched Jeep® in Brazil, which became the brand’s leading market outside of the United States.
As CEO of Jeep®, Antonio Filosa expanded the brand’s global presence, including in Europe, thanks to very popular products such as the Jeep® Avenger. Since his appointment to the role of Chief Operating Officer, Americas in December 2024, he has initiated the strengthening of U.S. operations, including significantly reducing excessive dealer inventory, reorganizing the leadership team, driving the process of introducing new products and powertrains, and increasing dialogue to improve relationships with dealers, unions and suppliers.
The official notice of the EGM, along with explanatory notes and related materials and voting instructions, is now available in the Investors section of the Stellantis corporate website at www.stellantis.com. Shareholders may also request a printed copy of these materials, using the contact information provided below.
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About Stellantis
Stellantis N.V. (NYSE: STLA / Euronext Milan: STLAM / Euronext Paris: STLAP) is a leading global automaker, dedicated to giving its customers the freedom to choose the way they move, embracing the latest technologies and creating value for all its stakeholders. Its unique portfolio of iconic and innovative brands includes Abarth, Alfa Romeo, Chrysler, Citroën, Dodge, DS Automobiles, FIAT, Jeep®, Lancia, Maserati, Opel, Peugeot, Ram, Vauxhall, Free2move and Leasys. For more information, visit www.stellantis.com.
 @Stellantis |
 Stellantis |
 Stellantis |
 Stellantis |
|---|---|---|---|
| For more information, contact: | |||
| --- | |||
| Fernão SILVEIRA +31 6 43 25 43 41 – [email protected] | |||
| Nathalie ROUSSEL +33 6 87 77 41 82 – [email protected] |
Document
Exhibit 99.2
NOTICE OF THE EXTRAORDINARY GENERAL MEETING STELLANTIS N.V.
The extraordinary general meeting of shareholders (the “EGM”) of Stellantis N.V. (the “Company” or “Stellantis”) will be held on July 18, 2025 at 13:00 CEST.
The EGM will be held at the offices of Freshfields LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands. The EGM will be held in English.
AGENDA
1. Opening
2. Appointment of Antonio Filosa as Executive Director (Voting)
3. Closing
EGM DOCUMENTS
This notice, the agenda with explanatory notes, and other documents relevant for the EGM are available on the Company's website (www.stellantis.com).
The relevant EGM materials are also available at the Company's offices (Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands) for shareholders and other persons entitled to attend the meeting who will receive a copy free of charge upon request.
HOLDING SHARES IN STELLANTIS' CAPITAL
Stellantis' shareholders can hold their shares in Stellantis as follows:
1) Loyalty register. 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 Company's loyalty register (the “Loyalty Register”).
The Loyalty Register is maintained on the Company's behalf in the records of the Company’s agents being Computershare Trust Co. NA, Computershare S.p.A. and Société Générale Securities Services France (the “Agents” and each the “Agent”).
2) Euroclear France (EFR). Shareholders holding common shares in an intermediary account with a participant in the EFR system (the “EFR Participant Account”).
3) Monte Titoli (MT). Shareholders holding common shares in an intermediary account with a participant in the Monte Titoli system (the “MT Participant Account”).
4) Depository Trust Co. (DTC). Shareholders holding common shares in a bank, brokerage or other intermediary account with a participant in the DTC system (the “DTC Participant Account”); and
5) Registered shareholders. Shareholders holding common shares in registered form (the “Registered Shareholders”) in the Company's shareholders register (the “Shareholders Register”), maintained by Computershare Trust Co. NA, as the Company's transfer agent (the “Transfer Agent” and together with the Agents, the “EGM Agents”).
RECORD DATE AND FINAL REGISTRATION DATE
Under Dutch law and the Company’s articles of association, in order to be entitled to attend and, if applicable, to vote at the EGM, shareholders and other persons entitled to attend the EGM, must (i) be registered as of Friday June 20, 2025 (the “Record Date”), in the register established for that purpose by the Board of Directors (the “EGM 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 EGM and (ii) request registration in the manner mentioned below.
The EGM Register established by the Board of Directors is: (i) in respect of Loyalty Shareholders, the Loyalty Register, (ii) in respect of shareholders holding common shares in (a) a EFR Participant Account, (b) a MT Participant Account or (c) a DTC Participant Account, the administration of the relevant bank, brokerage or other intermediary (the “Intermediary”) and (iii) in respect of Registered Shareholders, the Shareholders Register.
The Final Registration Date (as referred to in the Company's articles of association) for this EGM is Friday July 11, 2025 at 5 p.m. CEST.
ATTENDANCE AND VOTING
Ad (i). Loyalty shareholders
The EGM Agents will send the EGM documentation to Loyalty Shareholders at the email addresses of such shareholders as they appear from the records maintained by the relevant EGM Agent, including instructions that allows them to attend the EGM or to give their voting instructions by proxy or online vote.
Loyalty Shareholders should give their voting instructions to the relevant EGM Agent by 5 p.m. CEST on the Final Registration Date in writing (contact details below) or electronically via the web procedure made available by the relevant Agent.
Ad (ii)(a). Shareholders holding common shares via Euroclear France
Shareholders holding common shares in a EFR Participant Account (the “EFR Investors”) who wish to attend the EGM, provide instructions or grant a power of attorney to vote on their behalf should use their banking institution website allowing access to the VOTACCESS platform from Saturday, June 21, 2025 at 9 a.m. CEST and until Final Registration Date at 5 p.m. CEST.
Shareholders holding registered shares wishing to attend the EGM, provide instructions or grant a power of attorney to vote on their behalf will have to connect, with their usual access codes or their email address, if their Sharinbox by SG Markets account is already activated, to the Sharinbox platform (https://sharinbox.societegenerale.com) to access to the VOTACCESS
platform from Saturday, June 21, 2025 at 9 a.m. CEST and until Final Registration Date at 5 p.m. CEST.
Ad (ii)(b). Shareholders holding common shares via Monte Titoli
Shareholders holding common shares in a MT Participant Account (the “MT Investors”) who wish to attend or vote at the EGM by proxy should request their Intermediary to issue a statement (the “Notice of Participation”) 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 Notice of Participation no later than 5 p.m. CEST on the Final Registration Date to Computershare S.p.A. By the same term, the MT Investors may also give their voting instructions through the relevant proxy form published on the Company’s website (www.stellantis.com) or cast their votes in advance of the EGM via the web procedure made available to MT Investors by Computershare S.p.A. through the Company’s website.
Ad (ii)(c). 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 or to attend at the EGM, they will need to follow the directions provided by their Intermediary.
Ad (iii). Registered Shareholders
The Transfer Agent will send the EGM documentation to Registered Shareholders at the addresses of such shareholders as they appear from the Shareholders Register, including the Proxy Card with the instructions that allows them to attend at the EGM or give their voting instructions by telephone at +1-800-652-VOTE or internet at www.investorvote.com/STLA. Such Proxy Card will also be available on the Company’s website (www.stellantis.com).
VOTE BY PROXY
Subject to compliance with the paragraphs referred to above, shareholders can vote at the EGM by proxy. In order to give proxy and voting instructions, 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, as appropriate, voting instructions, will be received by the relevant EGM Agent (contact details below) by 5 p.m. CEST on the Final Registration Date in writing or electronically pursuant to instructions contained in the proxy forms. All votes shall be cast electronically or in writing ahead of the EGM in accordance with the proxy and voting instructions.
ATTENDANCE
Shareholders holding common shares who wish to attend the EGM (either in person or by proxy) (a) must have registered his or her shares as set out above and (b) should request their Intermediary to submit an attendance request no later than 5:00 p.m. CEST on the Final Registration date to the relevant Agent.
These shareholders will receive an attendance card issued in their name (the “Attendance Card”). This will serve as admission certificate and the shareholder (or his or her proxy) will need to submit the Attendance Card at the EGM to enter the EGM. For this purpose, the Attendance Card also contains a proxy form section. Prior to the EGM, the Attendance Card as well as a copy of the written power of attorney (when applicable), shall have to be handed over at the registration desk.
VOTING LIMITATION AND NOTIFICATION OBLIGATION
As further set out in the Company's articles of association, no shareholder, acting alone or in concert, together with votes exercised by affiliates of such shareholder or pursuant to proxies or other arrangements conferring the right to vote, may be able to exercise, directly or indirectly, 30 percent (the “Maximum Voting Threshold”) or more of the votes that could be cast at a general meeting of the Company. Any voting right of such shareholder in excess of the Maximum Voting Threshold for a general meeting will be suspended by the Company. This voting limitation also applies with respect to the EGM. The Maximum Voting Threshold with respect to the EGM will be published on the Company's website on the day following the Final Registration Date.
Furthermore, the Company's articles of association provide that, before each general meeting, any shareholder holding voting rights in excess of the Maximum Voting Threshold is required to notify the Company, in writing, of its shareholding and total voting rights in the Company and provide, upon written request by the Company, any information necessary to ascertain the composition, nature and size of its shareholding and any other person acting in concert with it. This notification obligation also applies with respect to the EGM.
CONTACT DETAILS OF AGENTS
1) Computershare S.p.A.
Via Nizza 262/73, 10126 Torino
Italy
e-mail: [email protected]
2) Computershare Investor Services
P.O. Box 43078
Providence, RI 02940-3078
By overnight delivery:
Computershare Investor Services
150 Royall Street - Suite 101
Canton, MA 02021
email: [email protected]
3) Société Générale Securities Services France
Assemblées Générales
32 Rue du Champ de Tir
CS 30812 – 44308 NANTES cedex 3
France
email: [email protected]
June 5, 2025
Stellantis N.V.
The Board of Directors
5
Document
Exhibit 99.3
AGENDA AND EXPLANATORY NOTES
FOR THE EXTRAORDINARY GENERAL MEETING OF STELLANTIS N.V.
To be held on July 18, 2025 at 13:00 CEST at
the offices of Freshfields LLP,
Strawinskylaan 10, 1077 XZ, Amsterdam,
The Netherlands
AGENDA FOR THE 2025 EXTRAORDINARY GENERAL MEETING (“EGM”) OF STELLANTIS N.V. ("STELLANTIS" OR "COMPANY")
1. Opening
2. Appointment of Antonio Filosa as Executive Director (Voting)
3. Closing
EXPLANATORY NOTES TO THE AGENDA
-
Opening
The chairperson of the meeting will open the meeting.
-
Appointment of Antonio Filosa as Executive Director \(Voting\)
On May 27, 2025, the Board of Directors has unanimously selected Antonio Filosa as the new Company’s Chief Executive Officer (the “CEO”) following a thorough search process of internal and external candidates, undertaken by a Special Committee of the Board of Directors, led by Executive Chairman John Elkann, and, upon the recommendation of the Non-Executive Directors, the Board of Directors resolved to propose to the Company’s General Meeting to appoint Antonio Filosa as additional Executive Director.
Antonio Filosa is a veteran of the Company with proven track record of hands-on success during his more than 25 years in the automotive industry. He has led Stellantis in both North and South America. During his time as Chief Operating Officer of South America, the FIAT brand gained the market leading position and the Peugeot, Citroën, Ram, and Jeep® brands significantly grew. As a result, Stellantis increased its clear leadership in the region. He worked on the creation of the Pernambuco plant, one of South America’s largest automotive hubs, and launched Jeep® in Brazil, which became the brand’s leading market outside of the United States. As Jeep® CEO, Antonio Filosa expanded the brand’s global presence, including in Europe, thanks to hugely popular products such as the Jeep Avenger. He was most recently promoted to the role of Chief Operating Officer, Americas in December 2024. Since his appointment, he has initiated the strengthening of the U.S. operations, including by significantly reducing excessive dealer inventory, reorganizing the leadership team, driving the process of introducing new products and powertrains, and increasing dialogue with dealers, unions and suppliers.
To continue the Company’s transparency and disclosure over the past few years with shareholder outreach campaigns concerning executive remuneration, the Company provides general details of the terms of the Service Agreement for the CEO. The terms of the Services Agreement have been determined by the Board of Directors at the recommendation of the Remuneration Committee, in line with the Company’s Remuneration Policy, which was approved by Shareholders at the Annual General Meeting held on April 15, 2025.
The Remuneration Committee, along with a third-party independent consultant, Mercer, underwent an extensive benchmarking process in developing the compensatory terms of the services agreement. Such process included reviews of the Company’s peer group for executive compensation and industry trends - further details of the executive compensation process can be found in the Company’s Remuneration Policy and past filed Remuneration Reports.
Terms of the Services Agreement with the CEO are as follows:
•Term of the Services Agreement is five (5) years, subject to re-appointment as Executive Director at the end of each two (2) year mandate. The Company decided that a term period of five (5) years was important to ensure leadership stability and maximize the ability of the Company to respond effectively to profound and prolonged industry change.
•An annual base salary of $1,800,000
•Annual target incentive opportunity of 200% of base salary, with a maximum opportunity of 400% of base salary. The annual incentive is based on the achievement of annual financial and other business plan objectives as proposed by the Remuneration Committee and approved by the Board of Directors.
•Annual target long-term incentive (LTI) opportunity of 500% of base salary for the 2025 and 2026 equity grants. Beginning with the 2027 equity grant, the LTI opportunity would increase to 600% of base salary. Maximum LTI incentive opportunity is 780% of base salary. Equity awards will be granted as 100% Performance Share Units based on longer-term performance goals in line with the strategic business plan, as proposed by the Remuneration Committee and approved by the Board of Directors.
•As a means to pay for a consistent and competitive overall compensation until his first LTI as CEO is realized in 2028, the Company will provide a cash award of $1,200,000 each in 2025, 2026 and 2027 subject to the the CEO being engaged on the payment dates.
•Participation in the Company’s U.S. health care and retirement plans as other eligible U.S. salaried employees, including a Supplement Executive Retirement Plan (SERP).
•Tax equalization benefits to compensate any negative impact created by the CEO taxation in jurisdictions other than his home country and resulting from his position. This benefit also includes provisions from his prior services agreement (transferring from Brazil to the U.S.) that provided $975,000 per year to the end of 2026.
•Other fringe benefits that include personal use of the Company aircraft, personal security, annual physical exam, and company vehicles pursuant to the Company’s U.S. vehicle program.
•Terms of agreement subject to confidentiality, non-solicitation, non-competition and Company clawback provisions.
In accordance with Article 19.10 of the Company’s articles of association, the term of office of directors will in principle be for a period of two (2) years. Accordingly, the Board of Directors
proposes to the Company's General Meeting to appoint. Antonio Filosa as Executive Director of the Company, with an initial term ending directly after the close of the Annual General Meeting of Shareholders to be held in 2027. Upon adoption of this proposal, the Board of Directors will grant Antonio Filosa the title of Chief Executive Officer.
The relevant biographical details and curriculum vitae of Antonio Filosa, who has stated his willingness to accept the appointment as additional Executive Director and CEO, is available for inspection at the offices of the Company as well as on the Company’s website (www.stellantis.com)
-
Closing
The chairperson of the meeting will close the meeting.
3
Document
Exhibit 99.4
Bio of Antonio Filosa
Document
Exhibit 99.5
OUTSTANDING SHARE CAPITAL AND TOTAL NUMBER OF VOTING RIGHTS AT THE DATE OF THE NOTICE FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JULY 18, 2025
As of June 5, 2025 – the date of the notice for the Extraordinary General Meeting of Shareholders (the ‘EGM’) of Stellantis N.V. (the ‘Company’) to be held on July 18, 2025 the share capital of the Company consists of the following.
2,896,073,567 common shares are issued and 2.888.742.213 common shares are outstanding. Common shares are listed, freely transferable and each of them confers the right to cast one vote.
866,522,224 Class A special voting shares are issued, and 866,410,062 Class A special voting shares are outstanding. Special voting shares are not listed, are not transferable (with the limited exceptions set forth in the Articles of Association and Special Voting Shares Terms and Conditions) and each of them confers the right to cast one vote.
No vote may be cast on shares belonging to the Company or to a subsidiary thereof or on shares in respect of which either of them holds the depositary receipts.
The total number of voting rights which can be cast at the EGM equals to 3,755,152,275.
Stellantis N.V., June 5, 2025
Document
Exhibit 99.6
