NXP Semiconductors N.V.

8-K · nxpi-20260610.htm iXBRL

0001413447 2026-06-11 2026-06-11

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 8-K
  

 CURRENT REPORT
 PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of report (Date of earliest event reported): June 10, 2026
  

  
 NXP Semiconductors N.V.
 (Exact name of Registrant as specified in charter)

 Netherlands
 001-34841
 98-1144352

 (State or other jurisdiction
 of incorporation)
 (Commission
 file number)
 (IRS employer
 identification number)

 60 High Tech Campus
 Eindhoven
 Netherlands 5656 AG
 (Address of principal executive offices)
 (Zip code)

 +31
 40
 2729999
 (Registrant’s telephone number, including area code)

  

 NA
 (Former name or former address, if changed since last report)

  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading symbol(s)
 Number of each exchange on which registered

 Common shares, EUR 0.20 par value
 NXPI
 The Nasdaq Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
                                             Emerging growth company   ☐        

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act      ☐      

 Item 5.07 Submission of Matters to a Vote of Security Holders.

 NXP Semiconductors N.V. (the "Company") announced the results of its 2026 annual general meeting of shareholders held on June 10, 2026.

 The Annual General Meeting of Shareholders voted upon the following resolutions:

 1.      Adoption of the 2025 statutory annual accounts

 For Against Abstain Broker Non-Votes
 203,646,857 37,095 244,534 16,703,788

 2.    Granting discharge to the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2025.                 

 For Against Abstain Broker Non-Votes
 201,115,927 2,562,110 250,449 16,703,788

 3a.    Re-appointment of Mr. Rafael Sotomayor as executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 203,645,053 163,755 119,678 16,703,788

 3b.    Re-appointment of Ms. Annette Clayton as non-executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 203,273,045 533,895 121,546 16,703,788

 3c.    Re-appointment of Mr. Anthony Foxx as non-executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 192,033,324 11,764,228 130,934 16,703,788

 3d.    Re-appointment of Mr. Moshe Gavrielov as non-executive director with effect from June 10, 2026.

 For Against Abstain Broker Non-Votes
 201,324,552 2,472,630 131,304 16,703,788

 3e.    Re-appointment of Mr. Chunyuan Gu as non-executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 203,562,222 239,326 126,938 16,703,788

 3f.    Re-appointment of Ms. Lena Olving as non-executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 201,937,951 1,871,738 118,797 16,703,788

 3g.    Re-appointment of Ms. Julie Southern as non-executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 197,840,615 5,969,633 118,238 16,703,788

 3h.    Re-appointment of Ms. Jasmin Staiblin as non-executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 203,480,299 327,869 120,318 16,703,788

 3i.    Re-appointment of Mr. Gregory L. Summe as non-executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 175,083,847 28,718,528 126,111 16,703,788

 3j.    Re-appointment of Mr. Karl-Henrik Sundström as non-executive director with effect from June 10, 2026.
     
 For Against Abstain Broker Non-Votes
 188,461,568 15,342,072 124,846 16,703,788

 4.    Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares.
     
 For Against Abstain Broker Non-Votes
 220,004,296 529,131 98,847 —

 5.    Authorization of the Board to restrict or exclude pre-emption rights accruing in connection with an issue of shares or grant of rights.
     
 For Against Abstain Broker Non-Votes
 215,526,006 4,980,383 125,885 —

 6.    Authorization of the Board to repurchase ordinary shares.
     
 For Against Abstain Broker Non-Votes
 219,862,515 197,592 572,167 —

     

 7.    Authorization of the Board to cancel ordinary shares held or to be acquired by the Company.
     
 For Against Abstain Broker Non-Votes
 220,286,871 223,407 121,996 —

 8.    Re-appointment of E&Y Accountants B.V as independent auditor of the Company for the fiscal year ending December 31, 2026.
     
 For Against Abstain Broker Non-Votes
 220,427,219 77,290 127,765 —

 9.      Approval of the amended remuneration of the non-executive directors.

 For Against Abstain Broker Non-Votes
 202,864,477 458,804 605,205 16,703,788

 10.    Approval on a non-binding, advisory basis of the compensation of our Named Executive Officers.
     
 For Against Abstain Broker Non-Votes
 191,435,096 11,593,526 899,864 —

 11.    Approval on a non-binding, advisory basis of the frequency of future shareholder advisory votes on Named Executive Officer compensation.

 1 Year 2 Years 3 Years Abstain
 201,133,578 37,624 2,641,949 115,335

 Item 8.01 Other Events.

 On June 11, 2026, the Board approved the payment of an interim dividend of $1.014 per ordinary share for the second quarter of 2026. The interim dividend will be paid on July 9, 2026 to shareholders of record as of June 24, 2026.

 A copy of the Company's press release announcing the dividend payment is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

 Item 9.01
 Financial Statements and Exhibits.

 (d) Exhibits

 99.1 Press release dated June 11, 2026 entitled: “NXP Semiconductors Announces Quarterly Dividend”.

 104
 Cover Page Interactive Data File (formatted as Inline XBRL).

 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 hereunto duly authorized.

 NXP Semiconductors N.V.

   By: /s/ Timothy Shelhamer
   Name: Timothy Shelhamer
 Title: SVP and Chief Corporate Counsel

 Date: June 11, 2026