Form 8-K
8-K — NXP Semiconductors N.V.
Accession: 0001413447-26-000039
Filed: 2026-06-11
Period: 2026-06-10
CIK: 0001413447
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Submission of Matters to a Vote of Security Holders
Item: Other Events
Documents
8-K — nxpi-20260610.htm (Primary)
EX-99.1 (dividendpr61126.htm)
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8-K
8-K (Primary)
Filename: nxpi-20260610.htm · Sequence: 1
nxpi-20260610
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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
EX-99.1
EX-99.1
Filename: dividendpr61126.htm · Sequence: 2
Document
NXP Semiconductors Announces Quarterly Dividend
EINDHOVEN, The Netherlands, June 11, 2026 – As part of its ongoing capital return program, NXP Semiconductors N.V. (NASDAQ: NXPI) today announced that its board of directors has approved the payment of an interim dividend. The actions are based on the continued and significant strength of the NXP capital structure, and the board’s confidence in the company’s ability to drive long-term growth and strong cash flow.
The board of directors has 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 in cash on July 9, 2026, to shareholders of record as of June 24, 2026.
Taxation – Cash Dividends
Cash dividends will be subject to the deduction of Dutch dividend withholding tax at the rate of 15 percent, which may be reduced in certain circumstances. Non-Dutch resident shareholders, depending on their circumstances, may be entitled to a full or partial refund of Dutch dividend withholding tax. If you are uncertain as to the tax treatment of any dividends, consult your tax advisor.
About NXP Semiconductors
NXP Semiconductors N.V. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP's "Brighter Together" approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $12.27 billion in 2025. Find out more at www.nxp.com .
Forward-looking Statements
This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations, market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include the following: market demand and semiconductor industry conditions; our ability to successfully introduce new technologies and products; the demand for the goods into which NXP’s products are incorporated; global trade disputes, potential increase of barriers to international trade, including the imposition of new or increased tariffs, and resulting disruptions to our established supply chains; the impact of government actions and regulations, including as a result of executive orders, including restrictions on the export of products and technology; increasing and evolving cybersecurity threats and privacy risks; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers; our access to production capacity from third-party outsourcing partners, and any events that might affect their business or our relationship with them; our ability to secure adequate and timely supply of equipment and materials from suppliers; our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; our ability to form strategic partnerships and joint ventures and to successfully cooperate with our strategic alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in customers’ equipment and products; our ability to successfully hire and retain key management and senior product engineers; global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia and the continued hostilities and the armed conflict in the Middle East, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets; our ability to maintain good relationships with our suppliers; our ability to integrate acquired businesses in an efficient and effective manner; our ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity to meet both NXP's debt service and research and development and capital investment requirements; and a change in tax laws could have an effect on our estimated effective tax rates. In addition, this document contains
information concerning the semiconductor industry, our end markets and business generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our end markets and business will develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.
For further information, please contact:
Investors: Media:
Jeff Palmer Paige Iven
jeff.palmer@nxp.com paige.iven@nxp.com
+1 408 205 0687 +1 817 975 0602
NXP-Corp
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