UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2020

Commission File No. 001-36085

CNH INDUSTRIAL N.V.

(Translation of Registrant’s Name Into English)

25 St James’s Street,

London, SW1A 1HA

United Kingdom

Tel. No.: +44 1268 533000

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F      X      Form 40-F                   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐


CNH INDUSTRIAL N.V.

Form 6-K for the month of March 2020

The following exhibits are furnished herewith:

 

Exhibit 99.1    CNH Industrial N.V. Notice of the Annual General Meeting of Shareholders to be held on April 16, 2020
Exhibit 99.2    CNH Industrial N.V. Annual General Meeting of Shareholders April 16, 2020 Agenda and Explanatory Materials
Exhibit 99.3    2020 Annual General Meeting of Shareholders Proxy Cards
Exhibit 99.4    2020 Annual General Meeting of Shareholders Attendance Card
Exhibit 99.5    Press release, dated March 3, 2020, titled: “CNH Industrial N.V. files 2019 Annual Report on Form 20-F and releases 2019 EU Annual Report, calling of the Annual General Meeting”


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, thereunto duly authorized.

 

CNH Industrial N.V.
By:  

/s/  Michael P. Going

Name: Michael P. Going
Title: Corporate Secretary

 

March 3, 2020


Index of Exhibits

 

     Exhibit  

    Number  

  

Description of Exhibit

Exhibit 99.1

Exhibit 99.2

Exhibit 99.3

Exhibit 99.4

Exhibit 99.5

  

CNH Industrial N.V. Notice of the Annual General Meeting of Shareholders to be held on April 16, 2020

CNH Industrial N.V. Annual General Meeting of Shareholders April 16, 2020 Agenda and Explanatory Materials

2020 Annual General Meeting of Shareholders Proxy Cards

2020 Annual General Meeting of Shareholders Attendance Card

Press release, dated March 3, 2020, titled: “CNH Industrial N.V. files 2019 Annual Report on Form 20-F and releases 2019 EU Annual Report, calling of the Annual General Meeting”

EX-99.1

Exhibit 99.1

 

NOTICE OF THE ANNUAL

GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders (the “AGM”) of CNH Industrial N.V. (the “Company” or “CNH Industrial”) is convened at 9:00 a.m. CEST on Thursday, April 16, 2020, at the offices of Freshfields Bruckhaus Deringer LLP at Strawinskylaan 10, 1077 XZ in Amsterdam, the Netherlands. The language of the meeting shall be English. The AGM is convened to discuss and decide on the following:

AGENDA

 

1.

OPENING

 

2.

ANNUAL REPORT 2019

 

  a.

Policy on additions to reserves and on dividends (discussion only item)

 

  b.

Adoption of the 2019 Annual Financial Statements (voting item)

 

  c.

Determination and distribution of dividend (voting item)

 

  d.

Release from liability of the executive directors and the non-executive directors of the Board (voting item)

 

3.

REMUNERATION

 

  a.

2019 Remuneration Report (advisory voting item)

 

  b.

Amendment to the Remuneration Policy (voting item)

 

  c.

Proposal to approve the plan to award (rights to subscribe for) common shares in the capital of the Company to executive directors in accordance with Article 13.6 of the Company’s Articles of Association (voting item)

 

4.

RE-APPOINTMENT OF THE EXECUTIVE DIRECTORS AND (RE)-APPOINTMENT OF THE NON-EXECUTIVE DIRECTORS

 

  a.

Re-appointment of Suzanne Heywood (voting item)

 

  b.

Re-appointment of Hubertus M. Mühlhäuser (voting item)

 

  c.

Re-appointment of Léo W. Houle (voting item)

 

  d.

Re-appointment of John B. Lanaway (voting item)

 

  e.

Re-appointment of Alessandro Nasi (voting item)

 

  f.

Re-appointment of Lorenzo Simonelli (voting item)

 

  g.

Re-appointment of Jacqueline A. Tammenoms Bakker (voting item)

 

  h.

Re-appointment of Jacques Theurillat (voting item)

 

  i.

Appointment of Howard Buffett (voting item)

 

  j.

Appointment of Nelda (Janine) Connors (voting item)

 

  k.

Appointment of Tufan Erginbilgic (voting item)

 

  l.

Appointment of Vagn Sørensen (voting item)

 

5.

RE-APPOINTMENT OF INDEPENDENT AUDITOR

Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company (voting item)

 

6.

REPLACEMENT OF THE EXISTING AUTHORIZATION TO THE BOARD OF THE AUTHORITY TO ACQUIRE COMMON SHARES IN THE CAPITAL OF THE COMPANY (VOTING ITEM)

 

7.

CLOSE OF MEETING


AGM documentation

The AGM documentation:

 

   

CNH Industrial Annual Report 2019 (Report on Operations, Consolidated Financial Statements and Separate Financial Statements) and the Independent Auditor’s Report,

 

   

the proposed amendment to the Company’s Remuneration Policy,

 

   

the explanatory notes to the Agenda with proposed resolutions and information about members of the Board of Directors whose (re-) appointment has been proposed,

 

   

statement of the issued share capital and voting rights at the date of this notice, and

 

   

instructions and proxy forms for participation and voting at the AGM,

is available on the Company’s website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings). This documentation is also available at the Company’s principal office at 25 St. James’s Street London, SW1A 1HA (United Kingdom) for shareholders and other persons entitled to attend the meeting, who will receive a copy free of charge upon request.

Participation and record date

Shareholders can hold Company shares in four ways:

 

   

shareholders holding special voting shares and common shares or shareholders holding common shares electing to receive special voting shares upon completion of the required holding period (the “Loyalty Shareholders”) registered in the loyalty register of the Company (the “Loyalty Register”). The Loyalty Register is maintained on behalf of the Company in the records of the Company’s agents: Computershare Trust Co. NA and Computershare S.p.A. (each the “Agent” and both, the “Agents”);

 

   

shareholders holding common shares in registered form (the “Registered Shareholders”) in an account at Computershare Trust Co. NA as the transfer agent of the Company (the “Transfer Agent” and together with the Agents, the “AGM Agents”);

 

   

shareholders holding common shares in a bank, brokerage or other intermediary account with the Depository Trust Company (the “DTC Participant Account”);

 

   

shareholders holding common shares in an intermediary account in the Monte Titoli system (the “Monte Titoli Participant Account”).

Under Dutch law and the Company’s Articles of Association, in order to be entitled to attend and, if applicable, to vote at the AGM, shareholders (which for the purposes of this notice include holders of a Dutch law right of usufruct) must (i) be registered as of March 19, 2020 (the “Record Date”) in the register established for that purpose by the Board of Directors (the “AGM Register”) after reflecting all debit and credit entries as of the Record Date, regardless of whether the shares are still held by such holders at the date of the AGM and (ii) request registration in the manner mentioned below. The AGM Register established by the Board of Directors is: (i) in respect of Loyalty Shareholders, the Loyalty Register, (ii) in respect of Registered Shareholders, the registered shareholder list administrated by the Transfer Agent, and (iii) in respect of shareholders holding common shares in a Monte Titoli Participant Account or in a DTC Participant Account, the list of the entitled shareholders provided by the bank, brokerage or other intermediary (the “Intermediary”).

Attendance and Voting

Loyalty Shareholders and Registered Shareholders

The AGM Agents will send AGM materials to Loyalty Shareholders and/or Registered Shareholders at the addresses of such shareholders as they appear from the records maintained by the relevant AGM Agent, including a proxy form that allows shareholders to authorize someone else to attend and vote their shares on their behalf at the AGM in accordance with their instructions. The proxy form will also be available on the Company’s website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings).

Loyalty Shareholders and/or Registered Shareholders, will be entitled to attend the AGM (either in person or by proxy, please note proxy instructions below) if they have notified the relevant AGM Agent by 11:00 p.m. CEST on April 9, 2020 of their attendance in writing or electronically (contact details at the end of this announcement).

Shareholders holding common shares in a Monte Titoli Participant Account

Shareholders holding common shares in a Monte Titoli Participant Account who wish to attend the AGM (either in person or by proxy), must request that their Intermediary issue a statement confirming their shareholding (including the shareholder’s name and address and the number of shares notified for attendance and held by the relevant shareholder on the Record Date). Intermediaries must submit attendance requests no later than 11:00 p.m. CEST on April 9, 2020 to Computershare S.p.A.


Shareholders requesting to attend the AGM (either in person or by proxy) will receive an attendance card issued in their name (the “Attendance Card”). This will serve as admission certificate to be submitted by the entitled attendees on April 16, 2020 to enter the AGM. The Attendance Card also contains a proxy form section, which allows these shareholders to authorize someone else to attend and vote their shares on their behalf at the AGM. Prior to the AGM, the Attendance Card and a copy of the written power of attorney (if applicable) must be presented at the registration desk.

Alternatively, the above-mentioned shareholders may give their voting instructions through the proxy form located on the Company’s website (see instructions below). They can also cast their vote in advance of the AGM via the web procedure made available on the Company’s website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings).

Shareholders holding common shares in a DTC Participant Account

Shareholders holding common shares in a DTC Participant Account should give instructions to their Intermediary, as the record holder of their shares, who is required to vote their shares according to their instructions. In order to vote their shares and/or attend the AGM, they will need to follow the directions provided by their Intermediary.

Representation by proxy

Subject to compliance with the above provisions, shareholders can attend and vote at the AGM in person or by proxy. In order to give proxy and voting instructions, the shareholder (a) must have registered his or her shares as set out above and (b) must ensure that the duly completed and signed proxy including, as appropriate, voting instructions, will be received by the relevant AGM Agent (contact details below) by 11:00 p.m. CEST on April 9, 2020 in writing or electronically pursuant to instructions contained in the proxy forms.

Identification

Persons entitled to attend the AGM will be required to show a valid identity document at the registration desk prior to admission to the AGM.

Address details of AGM Agents:

Computershare S.p.A.

Via Nizza 262/73, 10126 Torino (Italy)

cnhi@computershare.it or cnhi@pecserviziotitoli.it

Computershare Investor Services

PO BOX 505000

Louisville, KY 40233-5000

Web.queries@computershare.com

By Overnight Delivery:

Computershare

462 South 4th Street

Suite 1600

Louisville, KY 40202

CNH Industrial N.V., March 3, 2020

EX-99.2

Exhibit 99.2

 

  

 

 

 

ANNUAL GENERAL MEETING

APRIL 16, 2020

 

AGENDA AND

EXPLANATORY NOTES


2

 

AGENDA

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CNH INDUSTRIAL N.V. (THE “COMPANY”) TO BE HELD ON THURSDAY, APRIL 16, 2020 AT 9:00 A.M. CEST AT THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP, STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

 

 

1.

OPENING

 

2.

ANNUAL REPORT 2019

a. Policy on additions to reserves and on dividends (discussion only item)

b. Adoption of the 2019 Annual Financial Statements (voting item)

c. Determination and distribution of dividend (voting item)

d. Release from liability of the executive directors and the non-executive directors of the Board (voting item)

 

3.

REMUNERATION

a. 2019 Remuneration Report (advisory voting item)

b. Amendment to the Remuneration Policy (voting item)

c. Proposal to approve the plan to award (rights to subscribe for) common shares in the capital of the Company to executive directors in accordance with Article 13.6 of the Company’s Articles of Association (voting item)

 

4.

RE-APPOINTMENT OF THE EXECUTIVE DIRECTORS AND (RE)-APPOINTMENT OF THE NON-EXECUTIVE DIRECTORS

a. Re-appointment of Suzanne Heywood (voting item)

b. Re-appointment of Hubertus M. Mühlhäuser (voting item)

c. Re-appointment of Léo W. Houle (voting item)

d. Re-appointment of John B. Lanaway (voting item)

e. Re-appointment of Alessandro Nasi (voting item)

f. Re-appointment of Lorenzo Simonelli (voting item)

g. Re-appointment of Jacqueline A. Tammenoms Bakker (voting item)

h. Re-appointment of Jacques Theurillat (voting item)

i. Appointment of Howard Buffett (voting item)

j. Appointment of Nelda (Janine) Connors (voting item)

k. Appointment of Tufan Erginbilgic (voting item)

l. Appointment of Vagn Sørensen (voting item)

 

5.

RE-APPOINTMENT OF INDEPENDENT AUDITOR

Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company (voting item)

 

6.

REPLACEMENT OF THE EXISTING AUTHORIZATION TO THE BOARD OF THE AUTHORITY TO ACQUIRE COMMON SHARES IN THE CAPITAL OF THE COMPANY (VOTING ITEM)

 

7.

CLOSE OF MEETING


3

 

EXPLANATORY NOTES TO THE AGENDA

Item 1: Opening

The chairperson of the meeting will open the Annual General Meeting of shareholders.

Item 2: Annual Report 2019

 

 

2a Policy on additions to reserves and on dividends (discussion only item)

Subject to the adoption of the 2019 Annual Financial Statements (inclusive of both Consolidated and Statutory Financial Statements) by the Annual General Meeting of shareholders, the Board, in accordance with article 21, paragraph 9, of the articles of association of the Company (“Articles of Association”), proposes to shareholders to distribute a dividend in cash of  0.18 per outstanding common share (after the allocation of the relevant amount to the special voting shares dividend reserve in accordance with article 22, paragraph 4, of the Articles of Association).

 

 

2b Adoption of the 2019 Annual Financial Statements (voting item)

The executive directors of the Company will present the development of the business and results achieved in 2019. Further, they will comment on the Report on Operations. Please refer to the relevant sections of the Annual Report.

The Company’s 2019 Annual Financial Statements have been drawn up by the Board and audited by Ernst & Young Accountants LLP, the Netherlands, that has issued an unqualified opinion. It is proposed that the 2019 Annual Financial Statements be adopted by the Annual General Meeting of shareholders.

 

 

2c Determination and distribution of dividend (voting item)

The Board recommends to shareholders the distribution of a dividend in cash of  0.18 per common share, totaling approximately 243 million (equivalent to approximately $267 million, translated at the exchange rate reported by the European Central Bank on February 28, 2020).

The outstanding common shares will be quoted ex-dividend from April 20, 2020; the record date for the dividend shall be April 21, 2020 on both MTA and NYSE. It is expected that the dividend on the outstanding common shares will be paid on May 5, 2020.

 

 

2d Release from liability of the executive directors and the non-executive directors of the Board (voting item)

The Annual General Meeting of shareholders is requested to release: (i) the executive directors from liability for their management insofar as such management is apparent from the financial statements or otherwise disclosed to the shareholders prior to the adoption of the annual accounts, and (ii) the non-executive directors from liability for their supervision insofar as such supervision is apparent from the financial statements or otherwise disclosed to the shareholders prior to the adoption of the annual accounts.

Item 3: Remuneration

 

 

3a 2019 Remuneration Report (advisory voting item)

The Company’s remuneration policy was adopted by the shareholders at the Annual General Meeting held in 2014 and updated at the Annual General Meeting held in 2017 and was consistently applied in 2019. Our 2019 Remuneration Report gives an overview of how our Remuneration Policy has been implemented in 2019. The Report has been prepared in line with the new legal disclosure requirements contained in the Dutch Civil Code implementing the Revised European Shareholders’ Rights Directive.

 

 

3b Amendment to the Remuneration Policy (voting item)

The Remuneration Policy has been revised in line with the new legal requirements contained in the Dutch Civil Code implementing the Revised European Shareholders’ Rights Directive. A key change to the Remuneration Policy is that it clarifies the link to long-term value creation and sustainability, in line with the Company’s strategy and consistent with the Company’s values. When determining the Remuneration Policy, the Compensation Committee has incorporated feedback on investor and societal perspectives received from investors and specialized consultants, as reflected in the greater pay transparency throughout the revised Policy. Furthermore, the revised Remuneration Policy has been developed to support the change in culture that is needed to drive our Transform2Win strategy, ensuring the Company’s long-term sustainability while improving the


4

 

world around us. The Remuneration Policy is designed to competitively reward the achievement of long-term performance goals and to attract, motivate and retain highly qualified senior executives who are committed to performing their roles in the long-term interests of the Company, its shareholders and other stakeholders in line with our purpose, vision, missions and values.

The proposed amendment to the Company’s Remuneration Policy is available on the Company’s website (www.cnhindustrial.com).

 

 

3c Proposal to approve the plan to award (rights to subscribe for) common shares in the capital of the Company to executive directors in accordance with Article 13.6 of the Company’s Articles of Association (voting item)

A key element of our compensation philosophy is to use incentive pay to drive organization-wide alignment with shared strategic company goals and values, and to reward achievement of those goals in a manner consistent with our purpose, vision, missions and values. Aligning to our strategic targets and transforming our culture are vital to successfully executing our new five-year Transform2Win strategy. Equity-based compensation is critical to achieving this alignment because it (1) directly ties compensation to the long-term goals established in our Transform2Win strategy, (2) links senior management and employees’ long-term performance and interests with those of our shareholders and (3) discourages imprudent risk-taking. Equity-based compensation is also integral to the Company’s Remuneration Policy and a key component of our pay-for-performance philosophy.

In February 2020, the Board of Directors, considering that the expiration of the previous long-term incentive program related to the Company’s 2017-2019 business plan, approved an increase in the number of shares available for issuance under the Company’s current general equity incentive plan (“EIP”) and a new long-term incentive program under the EIP (“LTIP”). Up to a maximum of fifty million common shares may be issued under the amended EIP, of which 7 million (rights to subscribe for) common shares are reserved for issuance to the executive directors under the LTIP (described below).

New LTIP

The LTIP, tied to the new five-year Strategic Business Plan, will span, in total, a five-year performance period, 2020 through 2024, consistent with the Company’s Transform2Win strategic time horizon presented at the Company’s Capital Markets’ Day event on September 3, 2019. Awards under the LTIP will consist of three consecutive annual grants:    

 

   

The initial grant in 2020 covers the performance period 2020-2022 (“LTI 2020-2022 Award”), followed by

 

   

a grant in 2021 covering the 2021-2023 performance period (“LTI 2021-2023 Award”) and ending with

 

   

a grant in 2022 covering the 2022-2024 performance period (“LTI 2022-2024 Award”)

The LTIP entails the initial LTI 2020-2022 Award, with three-year value, followed by two subsequent annual grants with one-year value awards to transition to a rolling annual long-term incentive plan cycle without creating a competitive equity award gap in the first three years.

Under the LTIP, a combination of performance share rights (“PSUs”) and restricted share rights (“RSUs”), each representing the right to receive one common share in the capital of the Company, will be awarded to the Chairman and to the Chief Executive Officer of the Company (subject to the Shareholders’ approval and their (re)appointment as executive directors at the 2020 Annual General Meeting), as well as to members of the senior management team (“SMT”) and other key members of the Group.

The PSUs will be subject to the achievement of certain performance targets as further described below, while the RSUs will be subject only to the participant’s continuing service as officer, director or employee of the Company; both PSUs and RSUs are also subject to acceptable individual performance.

The PSU awards are based on the achievement of defined key performance indicators relating to: (i) Average of Industrial Return on Invested Capital (“RoIC”), weighted 50% and (ii) Cumulative Adjusted Earnings per Share (“EPS”) weighted 50%. The Company’s Total Shareholder Return (“TSR”; RoIC, EPS and TSR, collectively the “Metrics”) ranking among a pre-selected comparator group at the end of the three-year performance period will act as downward/upward multiplier that can adjust the award from 0.75 to 1.25. Specifically, the earned payout achieved under the two weighted metrics, RoIC and EPS, will be adjusted for the TSR percentile ranking according to the following chart:

 

Percentile Ranking  

Relative TSR

Modifier(1)

Outstanding: 75th   1.25(2)
Target: 50th   1.00
Threshold: 25th   0.75

(1) Modifier prorated between threshold, target and outstanding percentile ranking.

 


5

 

The TSR comparator group consists of the following companies: AB Volvo, AGCO Corporation, Caterpillar Inc., Cummins Inc., Deere & Company, Komatsu Ltd., Kubota Corporation, Navistar International Corporation, PACCAR Inc., and Traton SE. The Compensation Committee of the Board of Directors may adjust the TSR comparator group in the event of any merger, combination or other event affecting the comparator companies.

The PSUs awarded under the LTI 2020-2022 will vest on February 28, 2023, based on the achievement of each target of RoIC and EPS determined independently, and as adjusted according to the TSR multiplier. Hence, the total number of common shares that will be issued upon vesting of the PSUs will depend on the level of achievement of RoIC and EPS and the downward/upward effect of TSR, but subject to an overall maximum of 200% of the target award. The PSUs under the LTI 2021-2023 Award and LTI 2022-2024 Award will vest in 2024 and 2025, respectively, based on Metrics consistent with those discussed above.

The RSUs under the LTI 2020-2022 Award will vest in three annual installments, with the first installment on December 1, 2020 and the subsequent installments on June 30, 2022 and June 30, 2023, to facilitate the transition to annual rolling plan cycles. The RSUs under the LTI 2021-2023 Award and LTI 2022-2024 Award will cliff vest in 2024 and 2025, respectively.

The LTIP has been reviewed and approved by the Compensation Committee and is consistent with: (i) the 2020-2024 Strategic Business Plan presented at the Capital Markets Day event held on September 3, 2019, (ii) the Remuneration Policy as it relates to the executive directors, as approved by the General Meeting of Shareholders, and (iii) any other applicable rules and relevant provisions of law.

The Board of Directors believes that the LTIP is in line with market trends for long term incentive plans. The Board of Directors furthermore believes that the LTIP, along with the share ownership guidelines the Board of Directors has also approved for its Chairperson and Chief Executive Officer, increases the alignment between the Company’s performance and shareholder interests, by linking the executive director’s compensation opportunity to increasing shareholder value.

Under the EIP, as previously approved by the Company’s shareholders, the Board reserves the right to amend, suspend or terminate any or all provisions of the new LTIP within the sole discretion of the Board subject to the consent of the award holder in certain cases. In consideration of the Company’s announced intention to separate its On-Highway business from the Off-Highway business, it is anticipated that, in the context of such separation, the Compensation Committee of the Board of Directors will make such equitable adjustments as are necessary or appropriate to ensure that the participants in the LTI 2020-2022 Award, including the executive directors, at the date of vesting will receive an equivalent value (subject to the satisfaction of the vesting conditions). Accordingly, the terms of the awards, including the Metrics, targets and comparator group, may be adjusted, post-separation, as determined by the Compensation Committee of the Board of Directors.

The Board of Directors has also approved specific share ownership guidelines for its Chairman, Chief Executive Officer, members of the senior management team and other key members of the Group as further set out in our Remuneration Policy.

The Board of Directors therefore submits to the General Meeting of Shareholders for its approval the requested maximum authorization for up to 7 million common shares and rights to subscribe for common shares in the capital of the Company for executive directors under the LTIP in accordance with and under the EIP, the Articles of Association and Dutch law.

The total maximum number of shares reserved for issuance under all Company share plans of fifty million common shares represents 3.7% of fully diluted issued share capital following approval of Item 3.c.

The EIP, as previously approved by the Company’s shareholders, sets forth principles and rules, for equity awards granted under the EIP to executive directors and other key leaders. The EIP also includes numerous best corporate governance features designed to protect shareholder interests and to reflect our Remuneration Policy and our compensation practices, including but not limited to:

 

   

Double-Trigger Change in Control Provisions: The default treatment of awards under the EIP in connection with a “change of control” requires that vesting will accelerate only if a change in control occurs and the employees’ employment is terminated involuntarily within 24 months following the change of control (unless awards are terminated in the transaction).

 

   

No Discounted Options: Stock options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares on the date of grant.

 

   

Dividend Equivalents: No payment of dividend equivalents unless the vesting terms, including performance criteria, associated with an award are satisfied.

 

   

No Transferability: Awards generally may not be transferred other than by will or the laws of descent and distribution.

 

   

Clawback: Retroactive adjustments and reimbursement provisions apply if any cash or equity incentive award is predicated upon achieving financial results and the financial results were subject to an accounting restatement.


6

 

A copy of the Company’s Equity Incentive Plan, as amended, is available on the Company’s website (www.cnhindustrial.com).

Item 4: Re-appointment of the executive directors and (re)-appointment of the non-executive directors

Pursuant to article 13, paragraph 3 of the Articles of Association, the term of office of the executive directors and the non-executive directors will expire on the day the first Annual General Meeting of shareholders is held in the calendar year following their year of appointment. Each executive director and each non-executive director may be re-appointed at any subsequent Annual General Meeting of shareholders. In light of the size of the Company, the complexity and specific characteristics of the segments in which it operates and the worldwide presence of its business, the Board must consist of persons with skills, experiences and cultures, both general and specific, acquired in an international environment, not only in relation to the capital goods industry but also with respect to general macroeconomics and market globalization issues. An adequate and diversified mix of skills, expertise, and other diversity factors are necessary prerequisites to achieve a Board having the appropriate diversification and collegial capabilities.

The composition of the Board should also be correctly balanced between executive directors, i.e. those who hold responsibility for the day-to-day management and are vested with executive powers, and non-executive directors. Finally, the presence of independent directors is essential in order to protect the interests of all shareholders and third parties. On the basis of the proposal made by the Governance and Sustainability Committee, the Board therefore proposes that the number of directors be set at 12, a number deemed appropriate for the effective functioning of the Board and its Committees. The Board recommends: (a) the re-appointment of the current executive directors (Ms. Heywood and Mr. Mühlhäuser), (b) the re-appointment of Mr. Houle, Mr. Lanaway, Mr. Alessandro Nasi, Mr. Lorenzo Simonelli, Ms. Tammenoms Bakker, and Mr. Theurillat, as non-executive directors, and the appointment of Mr. Howard Buffett, Ms. Nelda (Janine) Connors, Mr. Tufan Erginbilgic, and Mr. Vagn Sørensen, as non-executive directors. Both executive directors and all non-executive directors are eligible and have stated their willingness to accept either re-appointment or appointment, as the case may be.

Pursuant to the Articles of Association, the new term of office of the directors will expire on the day of the first Annual General Meeting of shareholders that will be held in 2021. The directors’ remuneration will comply with the Remuneration Policy adopted by the shareholders at the Annual General Meeting held in 2014 and updated at the Annual General Meeting held in 2017.

 

 

4a Re-appointment of Suzanne Heywood (voting item)

 

 

4b Re-appointment of Hubertus M. Mühlhäuser (voting item)

The Board believes that the contribution and performance of both executive directors seeking re-appointment at the Annual General Meeting of shareholders continue to be effective, and that they each demonstrate commitment to their respective roles in the Company. Accordingly, the Board recommends to re-appoint Suzanne Heywood and Hubertus M. Mühlhäuser as executive directors.

 

 

4c Re-appointment of Léo W. Houle (voting item)

 

 

4d Re-appointment of John B. Lanaway (voting item)

 

 

4e Re-appointment of Alessandro Nasi (voting item)

 

 

4f Re-appointment of Lorenzo Simonelli (voting item)

 

 

4g Re-appointment of Jacqueline A. Tammenoms Bakker (voting item)

 

 

4h Re-appointment of Jacques Theurillat (voting item)

 

 

4i Appointment of Howard Buffett (voting item)

 

 

4j Appointment of Nelda (Janine) Connors (voting item)

 

 

4k Appointment of Tufan Erginbilgic (voting item)

 

 

4l Appointment of Vagn Sørensen (voting item)


7

 

The Board believes that the contribution and performance of the non-executive directors seeking re-appointment at the Annual General Meeting of shareholders continue to be effective, and that they each demonstrate commitment to their respective roles in the Company. Accordingly, the Board recommends to re-appoint Léo W. Houle, John B. Lanaway, Alessandro Nasi, Lorenzo Simonelli, Jacqueline A. Tammenoms Bakker and Jacques Theurillat. The Board further recommends the appointment of Howard Buffett, Nelda (Janine) Connors, Tufan Erginbilgic, and Vagn Sørensen, as non-executive directors. The Board deems that these candidates are fully aligned with the high professional profile of the Board, and its combination of different international professional skills and backgrounds.

The relevant biographical details and curriculum vitae of each nominee are available for inspection at the offices of the Company as well as on the Company’s website (www.cnhindustrial.com).

Item 5: Re-appointment of Independent Auditor

 

 

Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company (voting item)

The Audit Committee has reviewed and considered the performance of the independent auditors in connection with the review and audit of the Company’s 2019 quarterly and consolidated annual audited financial statements and, based on such review, the Audit Committee has recommended to the Board the re-appointment of Ernst & Young Accountants LLP as Company’s independent auditor for the financial year ending December 31, 2020.

Item 6: Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company (voting item)

Consistent with previous resolutions of the Annual General Meetings of shareholders, at the Annual General Meeting of shareholders held on April 12, 2019, shareholders renewed the authority granted to the Board to acquire the Company’s common shares through stock exchange trading or otherwise to a maximum of up to 10% of the issued common shares as of April 12, 2019. Such authorization expires 18 months after the date of the 2019 Annual General Meeting of shareholders.

On November 7, 2019 the Board launched a Share Buyback Program (the ”Current Program”) on the MTA and other EU electronic trading platforms. Information and up-to-date details of the Current Program are available in a dedicated section on the CNH Industrial website (www.cnhindustrial.com).

In order to maintain the necessary operating flexibility, including the implementation of the Current Program, over an adequate time period and considering the fact that the current authorization to acquire the Company’s common shares expires on October 11, 2020, the Board proposes to the Annual General Meeting to replace the existing authority with a new authorization to acquire the Company’s common shares through stock exchange trading on the MTA and the NYSE or otherwise for a period of 18 months from April 16, 2020 and up to and including October 15, 2021 (in accordance with article 7 of the Articles of Association and in compliance with applicable rules and regulations).

Neither this new authorization, nor the launch of any share buy-back program, including the Current Program, obliges the Company to buy-back any common shares. The launch of any new program will be subject to a further resolution of the Board of Directors. In any event, such programs (including the Current Program) may be suspended, discontinued or modified at any time for any reason and without previous notice, in accordance with applicable laws and regulations.

The Board’s authority shall be limited to a maximum of up to 10% of the issued common shares on April 16, 2020 and, in compliance with applicable rules and regulations, purchases will be subject to a maximum price per common share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the MTA or NYSE (as the case may be) plus 10% (maximum price) and to a minimum price per common share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the MTA or NYSE (as the case may be) minus 10% (minimum price).

Item 7: Close of meeting

The chairperson of the meeting will close the Annual General Meeting of shareholders. Final greetings.

CNH Industrial N.V., March 3, 2020


8

 

 

 

 

THIS IS NOT A PROXY STATEMENT. THE COMMON SHARES AND SPECIAL VOTING SHARES OF CNH INDUSTRIAL N.V. ARE EXEMPT FROM THE PROXY RULES UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EX-99.3

Exhibit 99.3

 

SHAREHOLDERS’ ANNUAL GENERAL MEETING CONVENED ON APRIL 16, 2020 AT 9:00 AM CEST at the offices of Freshfields Bruckhaus Deringer LLP in Strawinskylaan 10, 1077 XZ Amsterdam, (NL) PROXY FORM To be sent to and to be received by:Computershare S.p.A., Via Nizza 262/73, 10126 Turin (Italy), as Agent for CNH Industrial N.V., by 11:00 p.m. CEST on April 9, 2020 by mail or by Fax (+39 011 0923202) or by e-mail (cnhi@computershare.it), as an attachment in PDF format. Disclaimer This Proxy Form shall be completed and signed by the Shareholder in order to appoint Computershare S.p.A. to vote as per attached Voting Instructions Form at the Shareholders’ Annual General Meeting of CNH Industrial N.V.. Alternatively the Shareholder can vote online through the company website (www.cnhindustrial.com/Investor Relations/Shareholder Meetings). Mandatory information * THE UNDERSIGNED* Date of birth * Place of birth * Resident in (town/city) * At (street address) * Italian Tax Code Telephone no. * e-mail entitled to vote at the close of business of March 19, 2020 (record date) as (1): registered shareholder legal representative or agent with authority to sub-delegate Pledgee Taker-in Beneficial interest holder official receiver manager other (specify) for no. * CNH Industrial common shares (2) registered in the name of Date of birth * Place of birth * Resident in (town/city) * At (street address) * Italian tax Code Registered in the securities account (3) no. At Bank code (ABI) Branch code (CAB) as resulting from communication no. (4) Made by (Bank) APPOINTS Computershare S.p.A. to attend at the above mentioned meeting and to vote, with reference to the above shares, in accordance with the instructions provided in the following Voting Instructions Form. If no such directions are indicated, ACKNOWLEDGES that Computershare S.p.A. will have the authority to vote “For” with regard to all following proposals. DATE Form of identification (5) (type)* Issued by * no. * SIGNATURE Specify the capacity of the proxy signatory and, where applicable, attach documentary proof of his power. To be completed only if the registered shareholder is different from the proxy signatory; mandatory indications on relevant personal details must be included. Provide the securities account number, Bank Codes and Branch Codes of the Depository, or in any case its name, available in the securities account statement. Reference to the communication made by the intermediary and its name. Provide details of a valid form of identification of the proxy signatory.


VOTING INSTRUCTIONS FORM The Undersigned INSTRUCTS the Appointed Representative to vote at the above indicated shareholders’ meeting as follows RESOLUTIONS OF THE AGENDA TO BE VOTED VOTE (Please tick as appropriate) 2.b. Adoption of the 2019 Annual Financial Statements For Against Abstain 2.c. Determination and distribution of dividend For Against Abstain 2.d. Release from liability of the executive directors and the non-executive directors of the Board For Against Abstain 3.a. 2019 Remuneration Report (advisory vote) For Against Abstain 3.b. Amendment to the Remuneration Policy For Against Abstain 3.c. Proposal to approve the plan to award (rights to subscribe for) common shares in the capital of the Company to executive directors in accordance with Article 13.6 of the Company’s Articles of Association For Against Abstain 4.a. Re-appointment of Suzanne Heywood (executive director) For Against Abstain 4.b. Re-appointment of Hubertus M. Mühlhäuser (executive director) For Against Abstain 4.c. Re-appointment of Léo W. Houle (non-executive director) For Against Abstain 4.d. Re-appointment of John B. Lanaway (non-executive director) For Against Abstain 4.e. Re-appointment of Alessandro Nasi (non-executive director) For Against Abstain 4.f. Re-appointment of Lorenzo Simonelli (non-executive director) For Against Abstain 4.g. Re-appointment of Jacqueline A. Tammenoms Bakker (non-executive director) For Against Abstain 4.h. Re-appointment of Jacques Theurillat (non-executive director) For Against Abstain 4.i. Appointment of Howard Buffett (non-executive director) For Against Abstain 4.j. Appointment of Nelda (Janine) Connors (non-executive director) For Against Abstain 4.k. Appointment of Tufan Erginbilgic (non-executive director) For Against Abstain 4.l. Appointment of Vagn Sørensen (non-executive director) For Against Abstain 5. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company For Against Abstain 6. Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company For Against Abstain SIGNATURE


CNH Industrial N.V. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 5:00 p.m., ET / 11:00 p.m. CET, on April 9, 2020. Online Go to www.investorvote.com/CNHI or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CNHI Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend that you vote FOR proposals 2(b) through 6. For Against Abstain 2.b. Adoption of the 2019 Annual Financial Statements. 2.c. Determination and distribution of dividend. 2.d. Release from liability of the executive directors and the non-executive directors of the Board. 3.a. 2019 Remuneration Report (advisory vote). 3.b. Amendment to the Remuneration Policy. 3.c. Proposal to approve the plan to award (rights to subscribe for) common shares in the capital of the Company to executive directors in accordance with Article 13.6 of the Company’s Articles of Association. 4. To vote FOR, AGAINST or ABSTAIN on the re-appointment of the executive directors and the (re)-appointment of the non-executive directors: For Against Abstain 4.a. – Re-appointment of Suzanne Heywood (executive director) 4.b. – Re-appointment of Hubertus M. Mühlhäuser (executive director) 4.c. – Re-appointment of Léo W. Houle (non-executive director) 4.d. – Re-appointment of John B. Lanaway (non-executive director) For Against Abstain 4.e. – Re-appointment of Alessandro Nasi (non-executive director) 4.f. – Re-appointment of Lorenzo Simonelli (non-executive director) 4.g. – Re-appointment of Jacqueline A. Tammenoms Bakker (non-executive director) 4.h. – Re-appointment of Jacques Theurillat (non-executive director) 4.i. – Appointment of Howard Buffett (non-executive director) 4.j. – Appointment of Nelda (Janine) Connors (non-executive director) 4.k. – Appointment of Tufan Erginbilgic (non-executive director) 4.l. – Appointment of Vagn Sørensen (non-executive director) For Against Abstain 5. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company. 6. Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company.


Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CNHI qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — CNH INDUSTRIAL N.V. + 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 16, 2020 The undersigned, revoking all prior proxies, hereby appoints Michael P. Going with full power of substitution, as proxies to represent and vote as designated hereon, all common shares of CNH Industrial N.V. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual General Meeting of Shareholders of the Company on Friday, April 16, 2020, at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands commencing at 9:00 A.M. Central European Summer Time and any adjournments thereof. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING, SIGNS AND DELIVERS A PROXY WITH A LATER DATE, OR VOTES IN PERSON AT THE MEETING. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.


CNH Industrial N.V. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 5:00 p.m., ET / 11:00 p.m. CET, on April 9, 2020. Online Go to www.investorvote.com/CNHI or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CNHI Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend that you vote FOR proposals 2(b) through 6. For Against Abstain 2.b. Adoption of the 2019 Annual Financial Statements. 2.c. Determination and distribution of dividend. 2.d. Release from liability of the executive directors and the non-executive directors of the Board. 3.a. 2019 Remuneration Report (advisory vote). 3.b. Amendment to the Remuneration Policy. 3.c. Proposal to approve the plan to award (rights to subscribe for) common shares in the capital of the Company to executive directors in accordance with Article 13.6 of the Company’s Articles of Association. 4. To vote FOR, AGAINST or ABSTAIN on the re-appointment of the executive directors and the (re)-appointment of the non-executive directors: For Against Abstain 4.a. – Re-appointment of Suzanne Heywood (executive director) 4.b. – Re-appointment of Hubertus M. Mühlhäuser (executive director) 4.c. – Re-appointment of Léo W. Houle (non-executive director) 4.d. – Re-appointment of John B. Lanaway (non-executive director) For Against Abstain 4.e. – Re-appointment of Alessandro Nasi (non-executive director) 4.f. – Re-appointment of Lorenzo Simonelli (non-executive director) 4.g. – Re-appointment of Jacqueline A. Tammenoms Bakker (non-executive director) 4.h. – Re-appointment of Jacques Theurillat (non-executive director) 4.i. – Appointment of Howard Buffett (non-executive director) 4.j. – Appointment of Nelda (Janine) Connors (non-executive director) 4.k. – Appointment of Tufan Erginbilgic (non-executive director) 4.l. – Appointment of Vagn Sørensen (non-executive director) For Against Abstain 5. Proposal to re-appoint Ernst & Young Accountants LLP as the independent auditor of the Company. 6. Replacement of the existing authorization to the Board of the authority to acquire common shares in the capital of the Company.


Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CNHI qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — CNH INDUSTRIAL N.V. + 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 16, 2020 The undersigned, revoking all prior proxies, hereby appoints Michael P. Going with full power of substitution, as proxies to represent and vote as designated hereon, all common and special voting shares of CNH Industrial N.V. (the “Company”) that the undersigned would be entitled to vote if personally present at the Annual General Meeting of Shareholders of the Company on Friday, April 16, 2020, at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands commencing at 9:00 A.M. Central European Summer Time and any adjournments thereof. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL GENERAL MEETING OR ANY ADJOURNMENTS THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING, SIGNS AND DELIVERS A PROXY WITH A LATER DATE, OR VOTES IN PERSON AT THE MEETING. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Declaration and Power of Attorney: By checking this box, you irrevocably and unconditionally: (a) agree to be bound by the Special Voting Shares Terms and Conditions, as published on the CNH Industrial website; and (b) authorize and instruct Computershare represent you and act on your behalf in connection with any issuance, allocation, acquisition, transfer and/or repurchase of any Special Voting Share in accordance with and pursuant to the Special Voting Shares Terms and Conditions. D Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A—D ON BOTH SIDES OF THIS CARD.

EX-99.4

Exhibit 99.4

 

   (BAR CODE)   

ANNUAL GENERAL MEETING OF SHAREHOLDERS – APRIL 16, 2020

ASSEMBLEA DEGLI AZIONISTI – 16 APRILE 2020

ATTENDANCE AND PROXY CARD

 

REGISTRATION NUMBER    X.XXX.XXXXX    N. DI REGISTRAZIONE

 

The Annual General Meeting of Shareholders of CNH Industrial N.V. (the “AGM”) will be held on   

L’Assemblea degli Azionisti

di CNH Industrial N.V. (l’ “Assemblea”) si terrà il

April 16, 2020 at 9:00 a.m. CEST at the offices of:    16 aprile 2020 alle ore 9:00 CEST presso gli uffici di:
Freshfields Bruckhaus Deringer LLP at Strawinskylaan 10, 1077 XZ Amsterdam the Netherlands

 

We hereby confirm the registration to attend the AGM of:    Confermiamo la registrazione per partecipare all’ Assemblea di:

Shareholder/Azionista: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

 

Date of birth/Data di nascita: XX.XX.XXXX - Place of birth/Luogo di nascita: XXXXXXXXX

 

Resident in/Residente in: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

 

for the following shares/ per le seguenti azioni:
Class of shares/Tipo azioni    (Common/Electing/Qualifying/Special voting)
   
Number of shares/Numero di azioni    XXXXXXXXXXX

CNH Industrial N.V.

Computershare S.p.A.

PROXY CARD

Should the above indicated Shareholder not be able to attend the AGM in person, he/she may appoint a representative filling in the following proxy:

      

Se il suddetto Azionista non può partecipare all’ Assemblea personalmente, potrà delegare un rappresentante completando la seguente delega:

 

The Undersigned/Il sottoscritto XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX,

appoints/delega:

 

Mr./Mrs./ il Sig./la Sig.ra .....................................................................................

 

to represent him/her and vote on his/her behalf at the AGM   

a rappresentarlo/la e a votare per suo conto all’ Assemblea

 

Date/Data: ........................    Signature/Firma: ........................
EX-99.5

 

  

Exhibit 99.5

 

Corporate Communications

                   
  

 

 

  

 

CNH Industrial N.V. files 2019 Annual Report on Form 20-F and releases 2019 EU Annual Report; calling of the Annual General Meeting

 

London, March 3, 2020

 

CNH Industrial N.V. (NYSE:CNHI / MI:CNHI) announced today that it has filed its 2019 Annual Report on Form 20-F (prepared in accordance with U.S. GAAP) with the United States Securities and Exchange Commission and it has released its 2019 EU Annual Report (including the consolidated financial statements prepared in accordance with IFRS and the separate financial statements of CNH Industrial N.V.).

 

The 2019 Annual Report on Form 20-F and the 2019 EU Annual Report are available in the Investors section of the CNH Industrial corporate website at www.cnhindustrial.com. Both documents can be viewed online or downloaded in PDF format. Shareholders may also request a hard copy of the Company’s complete 2019 audited financial statements free of charge from investor.relations@cnhind.com.

 

The Company also published today the Notice and the Agenda of its Annual General Meeting of Shareholders (“AGM”), which will take place on April 16, 2020 in Amsterdam (the Netherlands).

 

The Agenda of the AGM, the Explanatory Notes to the Agenda, the instructions to participate and vote at the AGM, and other AGM documents are available on the Company’s website at www.cnhindustrial.com, where they can be viewed and downloaded.

 

The Agenda of the AGM will include (i) the approval of the 2019 EU Annual Report, (ii) the proposal to distribute a cash dividend of euro 0.18 per outstanding common share, (iii) certain remuneration matters, and (iv) the renewal of the Board of Directors through the re-appointment of the Executive Directors Suzanne Heywood and Hubertus M. Mühlhaüser, the re-appointment of Léo W. Houle, John Lanaway, Alessandro Nasi, Lorenzo Simonelli, Jacqueline A. Tammenoms Bakker and Jacques Theurillat, and the appointment of Howard Buffett, Nelda (Janine) Connors, Tufan Erginbilgic and Vagn Sørensen as Non-Executive Directors.

 

CNH Industrial N.V.

25 St. James’s Street

London, SW1A 1HA

United Kingdom

  


 

                      
  

 

 

  

 

If shareholders approve the proposed cash dividend, CNH Industrial N.V. common shares will be quoted ex-dividend on April 20, 2020. The record date for the dividend will be April 21, 2020 on both MTA and the NYSE. It is expected that the dividend will be paid on May 5, 2020.

 

CNH Industrial N.V. (NYSE: CNHI /MI: CNHI) is a global leader in the capital goods sector with established industrial experience, a wide range of products and a worldwide presence. Each of the individual brands belonging to the Company is a major international force in its specific industrial sector: Case IH, New Holland Agriculture and Steyr for tractors and agricultural machinery; Case and New Holland Construction for earth moving equipment; Iveco for commercial vehicles; Iveco Bus and Heuliez Bus for buses and coaches; Iveco Astra for quarry and construction vehicles; Magirus for firefighting vehicles; Iveco Defence Vehicles for defence and civil protection; and FPT Industrial for engines and transmissions. More information can be found on the corporate website: www.cnhindustrial.com

 

Contacts:

 

Corporate Communications

Email: mediarelations@cnhind.com

 

Investor Relations

 

Email: investor.relations@cnhind.com