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NXPI · Current Report (Form 8-K) · Filed June 11, 2026

Nxp Semiconductors NV — Current Report (Form 8-K)

Form
8-K
Filed
June 11, 2026
Period
Jun 10, 2026
Ticker
NXPI
Accession
0001413447-26-000039
Boardroom Alpha · Filing insights

NXP approves interim dividend of $1.014 per share for Q2 2026.

About Nxp Semiconductors NV
Market cap
$57.0B
1Y TSR
+4.9%
3Y TSR
+5.8%
Board grade
C+
Sector
Technology
CEO
Rafael Sotomayor
Last annual meeting: Jun 10, 2026 · View full Nxp Semiconductors NV profile →
nxpi-20260610

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
Netherlands5656 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
ForAgainstAbstainBroker Non-Votes
203,646,85737,095244,53416,703,788


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.                

ForAgainstAbstainBroker Non-Votes
201,115,9272,562,110250,44916,703,788

3a.    Re-appointment of Mr. Rafael Sotomayor as executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
203,645,053163,755119,67816,703,788

3b.    Re-appointment of Ms. Annette Clayton as non-executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
203,273,045533,895121,54616,703,788

3c.    Re-appointment of Mr. Anthony Foxx as non-executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
192,033,32411,764,228130,93416,703,788

3d.    Re-appointment of Mr. Moshe Gavrielov as non-executive director with effect from June 10, 2026.
ForAgainstAbstainBroker Non-Votes
201,324,5522,472,630131,30416,703,788

3e.    Re-appointment of Mr. Chunyuan Gu as non-executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
203,562,222239,326126,93816,703,788

3f.    Re-appointment of Ms. Lena Olving as non-executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
201,937,9511,871,738118,79716,703,788

3g.    Re-appointment of Ms. Julie Southern as non-executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
197,840,6155,969,633118,23816,703,788







3h.    Re-appointment of Ms. Jasmin Staiblin as non-executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
203,480,299327,869120,31816,703,788

3i.    Re-appointment of Mr. Gregory L. Summe as non-executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
175,083,84728,718,528126,11116,703,788

3j.    Re-appointment of Mr. Karl-Henrik Sundström as non-executive director with effect from June 10, 2026.
    
ForAgainstAbstainBroker Non-Votes
188,461,56815,342,072124,84616,703,788

4.    Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares.
    
ForAgainstAbstainBroker Non-Votes
220,004,296529,13198,847

5.    Authorization of the Board to restrict or exclude pre-emption rights accruing in connection with an issue of shares or grant of rights.
    
ForAgainstAbstainBroker Non-Votes
215,526,0064,980,383125,885

6.    Authorization of the Board to repurchase ordinary shares.
    
ForAgainstAbstainBroker Non-Votes
219,862,515197,592572,167
    

7.    Authorization of the Board to cancel ordinary shares held or to be acquired by the Company.
    
ForAgainstAbstainBroker Non-Votes
220,286,871223,407121,996

8.    Re-appointment of E&Y Accountants B.V as independent auditor of the Company for the fiscal year ending December 31, 2026.
    
ForAgainstAbstainBroker Non-Votes
220,427,21977,290127,765

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

ForAgainstAbstainBroker Non-Votes
202,864,477458,804605,20516,703,788




10.    Approval on a non-binding, advisory basis of the compensation of our Named Executive Officers.
    
ForAgainstAbstainBroker Non-Votes
191,435,09611,593,526899,864

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

1 Year2 Years3 YearsAbstain
201,133,57837,6242,641,949115,335



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
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


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Reference

Frequently asked questions

When did Nxp Semiconductors NV file this 8-K?
Nxp Semiconductors NV (NXPI) filed this Current Report (Form 8-K) with the SEC on June 11, 2026. The accession number assigned by EDGAR is 0001413447-26-000039.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
NXP approves interim dividend of $1.014 per share for Q2 2026. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Nxp Semiconductors NV's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Nxp Semiconductors NV has filed under CIK 1413447, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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