Nxp Semiconductors N.V. DEF 14A Filing

Ticker: NXPI · Form: DEF 14A · Filed: Apr 15, 2024 · CIK: 1413447

Nxp Semiconductors N.V. DEF 14A Filing Summary
FieldDetail
CompanyNxp Semiconductors N.V. (NXPI)
Form TypeDEF 14A
Filed DateApr 15, 2024
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a DEF 14A filing submitted by Nxp Semiconductors N.V. (ticker: NXPI) to the SEC on Apr 15, 2024.

How long is this filing?

Nxp Semiconductors N.V.'s DEF 14A filing is 16 pages with approximately 4,661 words. Estimated reading time is 19 minutes.

Where can I view the full DEF 14A filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,661 words · 19 min read · ~16 pages · Grade level 16.4 · Accepted 2024-04-15 07:59:17

Filing Documents

Adoption of the 2023 Statutory Annual Accounts

Item 1 Adoption of the 2023 Statutory Annual Accounts Item 2 Discharge of the members of the Company's Board of Directors (the "Board") for their responsibilities in the financial year ended December 31, 2023

Re-appointment of ten current directors named in this proxy statement

Item 3 Re-appointment of ten current directors named in this proxy statement Item 4 Authorization of the Board to issue ordinary shares of the Company ("ordinary shares") and grant rights to acquire ordinary shares Item 5 Authorization of the Board to restrict or exclude pre-emptive rights accruing in connection with an issue of shares or grant of rights

Authorization of the Board to repurchase ordinary shares

Item 6 Authorization of the Board to repurchase ordinary shares

Authorization of the Board to cancel ordinary shares held or to be acquired by the Company

Item 7 Authorization of the Board to cancel ordinary shares held or to be acquired by the Company Item 8 Re-appointment of Ernst & Young Accountants LLP as our independent auditors for the fiscal year ending December 31, 2024 Item 9 Amended Remuneration of the Non-Executive Directors Item 10 Non-binding, advisory vote to approve Named Executive Officer compensation In addition to the above voting items we will have a discussion of the dividend and reservation policy and the implementation of the Company's long-term strategy, including with respect to sustainable long-term value creation and the Company's corporate governance structure and compliance with the revised 2022 Dutch Corporate Governance Code. We will also consider any other business that properly comes before the Annual General Meeting. None of the proposals require the approval of any other proposal to become effective. We intend that this notice of the Annual General Meeting and the accompanying proxy materials will first be made available on our website on or about April 15, 2024. In accordance with Dutch corporate law and our Articles of Association, the record date for determining those shareholders entitled to notice of, and to vote at, the Annual General Meeting has been set at May 1, 2024. We will begin mailing proxy materials to our shareholders on or about May 8, 2024. At the Annual General Meeting we will also present the consolidated financial statements and independent auditors' report for the fiscal year ended December 31, 2023. If any other matters properly come before the Annual General Meeting the persons named in the proxy card will vote in their discretion the shares represented by all properly executed proxies. NOTICE YOUR VOTE IS VERY IMPORTANT. Please read this proxy statement and the accompanying proxy materials. Whether or not you plan to attend the Annual General Meeting, please submit your proxy card or voting instructions as soon as possible. By order of the Board

: ADOPTION OF THE 2023 STATUTORY ANNUAL ACCOUNTS

ITEM 1: ADOPTION OF THE 2023 STATUTORY ANNUAL ACCOUNTS 15

: DISCHARGE OF THE BOARD OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 2023 FINANCIAL YEAR

ITEM 2: DISCHARGE OF THE BOARD OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 2023 FINANCIAL YEAR 15

: RE-APPOINTMENT OF DIRECTORS

ITEM 3: RE-APPOINTMENT OF DIRECTORS 15 Nominees for Director 17 Nominee Skills and Experience 23 Director Independence 24 HOW OUR BOARD GOVERNS AND IS GOVERNED 24 Rules Governing the Board 24 Board Leadership and Role in Risk Oversight 25 Meetings of NXP's Board 25 NXP's Board Committees 26 Audit Committee 26 Human Resources and Compensation Committee 26 Nominating, Governance and Sustainability Committee 27 Setting and Overseeing Strategy 28 Risk Oversight 29 Board Education 31 HOW OUR DIRECTORS ARE SELECTED AND EVALUATED 31 Consideration of Director Nominees 31 Diversity 31 Board Refreshment 32 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33 HOW OUR DIRECTORS ARE COMPENSATED 33 Non-Executive Director Compensation for 202 3 33

: AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO ACQUIRE ORDINARY SHARES

ITEM 4: AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO ACQUIRE ORDINARY SHARES 35 ITEM 5: AUTHORIZATION OF THE BOARD TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS ACCRUING IN CONNECTION WITH AN ISSUE OF SHARES OR GRANT OF RIGHTS 35

: AUTHORIZATION OF THE BOARD TO REPURCHASE ORDINARY SHARES OF THE COMPANY

ITEM 6: AUTHORIZATION OF THE BOARD TO REPURCHASE ORDINARY SHARES OF THE COMPANY 36

: AUTHORIZATION OF THE BOARD TO CANCEL THE COMPANY'S ORDINARY SHARES HELD OR TO BE ACQUIRED

ITEM 7: AUTHORIZATION OF THE BOARD TO CANCEL THE COMPANY'S ORDINARY SHARES HELD OR TO BE ACQUIRED 36 ITEM 8: RE-APPOINTMENT OF ERNST & YOUNG ACCOUNTANTS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 202 4 37

: APPROVAL OF THE AMENDED REMUNERATION OF THE NON-EXECUTIVE DIRECTORS

ITEM 9: APPROVAL OF THE AMENDED REMUNERATION OF THE NON-EXECUTIVE DIRECTORS 42

: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

ITEM 10: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 39 EXECUTIVE OFFICERS 40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 42

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 44 Compensation Discussion & Analysis 44 Shareholder Engagement and Results of 2023 Advisory Vote on Executive Compensation 46 Compensation Philosophy 46 Key Practices in Determining Executive Compensation 48 Key Components of Our Executive Compensation Program 49 Peer Group Analysis and Benchmarking 50 2023 Compensation Decisions 51 Executive Share Ownership Guidelines 58 Other Practices & Guidelines 59 Employment Arrangements of Named Executive Officers 59 Key Policies and Practices 59 Compensation Practices and Risk 60 Governance 60 Human Resources and Compensation Committee Report 62 Summary Compensation Table 63 Grants of Plan-Based Awards Table 64 Outstanding Equity Awards at Year-End Table 65 Option Exercises and Stock Vested Table 67 Pension Benefits 67 Potential Payments upon Termination or Change of Control 68 CEO Pay Ratio Disclosure 70 Human Resources and Compensation Committee Interlocks and Insider Participation 71 Equity Compensation Plan Information 71 Pay Versus Performance Disclosure 72 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 75 Related Party Transactions 75 REPORT OF THE AUDIT COMMITTEE 75 DELINQUENT SECTION 16(A) REPORTS 76 THE 2025 ANNUAL GENERAL MEETING 76 OTHER MATTERS 76 APPENDIX A: Reconciliation of Non-GAAP Measures 77

Forward-looking Statements

Forward-looking Statements 81 GENERAL INFORMATION The Board of Directors (the "Board") of NXP Semiconductors N.V. ("we", "our", "us", "NXP" or the "Company") is providing these proxy materials to you in connection with the Board's solicitation of proxies to be voted on at NXP's Annual General Meeting of Shareholders (the "Annual General Meeting" or the "AGM") on Wednesday, May 29, 2024. We are requesting your vote on the proposals described in this proxy statement. NXP will pay the entire cost of soliciting proxies. Our directors, officers and employees, without additional compensation, may solicit proxies or votes in person, by telephone or by electronic communication. We may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to beneficial owners of NXP's common shares, 0.20 par value (the "common shares" or "ordinary shares"). All shareholders as of the close of business on May 1, 2024 (the "Record Date") are authorized to attend the Annual General Meeting and all of NXP's outstanding common shares owned as of the Record Date may be voted. As of March 29, 2024, there were 256,095,444 common shares issued and outstanding and there were no other voting securities outstanding. Persons that wish to attend the AGM must notify the Board of their intention to do so by submitting their name and the number of ordinary shares (beneficially) owned to NXP Semiconductors N.V., High Tech Campus 60, 5656 AG Eindhoven, The Netherlands, Attention: Secretary, or by sending an email with such information to nxp.agm@nxp.com. In order to gain admittance, we must receive this notification no later than May 22, 2024, one week prior to the date of the meeting. All attendees must be prepared to provide a valid proof of identity for admittance, such as a driver's license or passport. The additional items that attendees must bring depends on whether they are shareho

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