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.
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.