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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated April 4, 2022
Commission File Number: 1-13546
STMicroelectronics
N.V.
(Name of Registrant)
WTC Schiphol Airport
Schiphol Boulevard 265
1118 BH Schiphol Airport
The Netherlands
(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 ☒ 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):
Yes ☐ No ☒
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):
Yes ☐ No ☒
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
Enclosure: A press release dated April 4, 2022, announcing resolutions to be submitted for adoption at STMicroelectronics’ 2022 Annual General Meeting of Shareholders.
PR N°C3079C
STMicroelectronics Reports on Resolutions to be Proposed
at the 2022 Annual General Meeting of Shareholders
Amsterdam, April 4, 2022 - STMicroelectronics (NYSE: STM), a global semiconductor leader serving customers across the spectrum of electronics applications, announced the resolutions to be submitted for adoption at the Annual General Meeting of Shareholders (AGM) which will be held in Amsterdam, the Netherlands, on May 25, 2022.
The resolutions, proposed by the Supervisory Board, are:
| · | The adoption of the Company’s statutory annual accounts for the year ended December 31, 2021, prepared in accordance with International Financial Reporting Standards (IFRS-EU). The 2021 statutory annual accounts were filed with the Netherlands Authority for the Financial Markets (AFM) on March 24, 2022 and are posted on the Company’s website (www.st.com) and the AFM’s website (www.afm.nl); |
| · | The distribution of a cash dividend of US$ 0.24 per outstanding share of the Company’s common stock, to be distributed in quarterly installments of US$ 0.06 in each of the second, third and fourth quarters of 2022 and first quarter of 2023 to shareholders of record in the month of each quarterly payment as per the table below; |
| · | The reappointment of Ms. Janet Davidson, as member of the Supervisory Board, for a two-year term expiring at the end of the 2024 AGM; |
| · | The appointment of Ms. Donatella Sciuto, as member of the Supervisory Board, for a three-year term expiring at the end of the 2025 AGM in replacement of Ms. Lucia Morselli whose mandate will expire at the end of the 2022 AGM; |
| · | The approval of the stock-based portion of the compensation of the President and CEO; |
| · | The authorization to the Managing Board, until the end of the 2023 AGM, to repurchase shares, subject to the approval of the Supervisory Board; |
| · | The delegation to the Supervisory Board of the authority to issue new common shares, to grant rights to subscribe for such shares, and to limit and/or exclude existing shareholders’ pre-emptive rights on common shares, until the end of the 2023 AGM; |
| · | The discharge of the sole member of the Managing Board; and |
| · | The discharge of the members of the Supervisory Board. |
The record date for all shareholders to participate at the Annual General Meeting of Shareholders will be April 27, 2022. The complete agenda and all relevant detailed information concerning the 2022 AGM, as well as all related AGM materials, are available on the Company’s website (www.st.com) and made available to shareholders in compliance with legal requirements as of April 4, 2022.
COVID-19 pandemic
In response to the continued global threat to health and safety posed by COVID-19, local advice in the Netherlands to limit the spread of COVID-19, and in view of the upcoming AGM, ST is committed to keeping its shareholders, employees and other stakeholders healthy and safe. We are therefore taking precautionary measures to limit the risk of infection for all involved in our business operations. This approach will also be applied to our AGM. Therefore, in addition to attending the AGM in person, shareholders are offered the possibility to exercise their voting rights by internet or proxy.
ST will continue to closely monitor the situation and may adopt additional security measures if required (such as further limiting the physical participation to the AGM to core attendees only, as permitted by law) and, if considered appropriate by ST, may switch the set-up of the AGM to a hybrid or virtual format. Further announcements in this respect, if any, shall be published on ST’s website.
The table below summarizes the full schedule for the quarterly dividend distribution:
| Transfer between New York and Dutch registered shares restricted: | |||||||||
| Quarter | Ex-dividend Date | Global Record Date | Payment Date in Europe | NYSE Payment Date: on or after | From End of Business in Europe on: | Until Open of Business in NY on: | |||
| Q2 2022 | 20-Jun-22 | 21-Jun-22 | 22-Jun-22 | 28-Jun-22 | 20-Jun-22 | 22-Jun-22 | |||
| Q3 2022 | 19-Sep-22 | 20-Sep-22 | 21-Sep-22 | 27-Sep-22 | 19-Sep-22 | 21-Sep-22 | |||
| Q4 2022 | 12-Dec-22 | 13-Dec-22 | 14-Dec-22 | 20-Dec-22 | 12-Dec-22 | 14-Dec-22 | |||
| Q1 2023 | 20-Mar-23 | 21-Mar-23 | 22-Mar-23 | 28-Mar-23 | 20-Mar-23 | 22-Mar-23 | |||
About STMicroelectronics
At ST, we are 48,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An independent device manufacturer, we work with more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and energy management, and the wide-scale deployment of the Internet of Things and 5G technology. ST is committed to becoming carbon neutral by 2027. Further information can be found at www.st.com.
For further information, please contact:
INVESTOR RELATIONS:
Céline Berthier
Group VP, Investor Relations
Tel : +41.22.929.58.12
Celine.berthier@st.com
MEDIA RELATIONS:
Alexis Breton
Corporate External Communications
Tel: + 33.6.59.16.79.08
alexis.breton@st.com
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.
| STMicroelectronics N.V. | |||
| Date: | April 4, 2022 | By: | /s/ Lorenzo Grandi |
| Name: | Lorenzo Grandi | ||
| Title: |
Chief Financial Officer President, Finance, Purchasing, ERM and Resilience |