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): November 20, 2015
Autoliv, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware |
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001-12933 |
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51-0378542 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
Vasagatan 11, 7th Floor, SE-111 20
Box 70381,
SE-107 24,
Stockholm, Sweden
(Address and Zip Code of principal executive offices)
+46 8 587 20 600
(Registrants telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 20, 2015, Autoliv, Inc. (the Company) and Mats Wallin, the Companys Chief Financial Officer and Group VP,
Finance, mutually agreed that Mr. Wallin would step down as the Companys Chief Financial Officer and Group Vice President, Finance, effective as of a date no later than July 31, 2016. Mr. Wallin will receive a severance as described for a
termination without cause under his employment agreement as described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2015, which description is incorporated herein by reference.
Pursuant to a separation agreement between Mr. Wallin and the Company, Mr. Wallin has agreed to remain in his position until his successor has joined the Company. In consideration thereof, Mr. Wallin will also receive his short-term cash incentive
award for 2016, subject to meeting applicable performance objectives, and an additional lump sum cash payment equal to three months of his base salary. The foregoing description of the separation agreement with Mr. Wallin is only a summary and is
qualified in its entirety by reference to the full text of the agreement, a copy of which will be filed as an exhibit to the Companys Form 10-K for the fiscal year ending December 31, 2015.
On November 25, 2015, the Company announced the appointment of Mats Backman as the Companys new Chief Financial Officer and Group
Vice President, Finance, effective upon the date that Mr. Wallin no longer serves as Chief Financial Officer. Prior to his appointment with the Company, Mr. Backman, age 47, has since 2013 served as Executive Vice President and Chief
Financial Officer of Sandvik AB (Sandvik). Mr. Backman has been with Sandvik since 2007, and also served as its Acting President and Chief Executive Officer from August 2015 through October 2015, its Senior Vice President &
Chief Financial Officer, Tooling from 2012 to 2013, and its Chief Financial Officer, IT & Business Development, Sandvik Machining Solutions from 2009 to 2012. Mr. Backman has a BSc in Business Administration & Economics from
the University of Stockholm in Sweden.
In connection with his appointment as Chief Financial Officer and Group Vice President, Finance,
Mr. Backman will enter into the Companys standard form of executive employment agreement, pursuant to which he will receive an annual compensation of: (i) a base salary at the rate of 5,200,000 Swedish krona; (ii) a short-term
cash incentive target award opportunity of 45% of base salary; (iii) participation in the Companys 2016 long-term equity incentive award with a target grant date value currently estimated to be approximately $360,500; (iv) annual
Company contributions to a defined contribution plan equal to 35% of his base salary; and (v) certain additional benefits customarily provided to the Companys other executive officers, including a company car and health insurance
coverage. In addition, in the event Mr. Backmans employment is terminated by the Company without cause or if he resigns for good reason, he will receive a lump sum severance payment equal to one and one-half times his then-current yearly
base salary. The foregoing description of the employment agreement with Mr. Backman is only a summary and is qualified in its entirety by reference to the full text of the agreement, a copy of which will be filed as an exhibit to the
Companys Form 10-K for the fiscal year ending December 31, 2015.
A copy of the press release announcing Mr. Wallins
separation from the Company and the appointment of Mr. Backman is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
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Press Release issued on November 25, 2015 by Autoliv, Inc. |
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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.
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AUTOLIV, INC. |
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By: |
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/s/ Lars A. Sjöbring |
Name: |
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Lars A. Sjöbring |
Title: |
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Group Vice President Legal Affairs, General
Counsel and Secretary |
Date: November 25, 2015
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EXHIBIT INDEX
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Exhibit
No. |
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Description |
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99.1 |
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Press Release issued on November 25, 2015 by Autoliv, Inc. |
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Exhibit 99.1
Autoliv appoints new Chief Financial Officer
(Stockholm, November 25, 2015) Autoliv, Inc. (NYSE: ALV, and SSE: ALIV sdb) the worldwide leader in automotive safety
systems, has appointed Mats Backman as Group Vice President and Chief Financial Officer.
Mr. Backman brings more than 20 years of experience
from different industries to Autoliv. Mr. Backman will assume his position with Autoliv during the first half of 2016. In his position he will lead the Companys financial strategy in next growth and transition phase. He is currently Chief
Financial Officer of Sandvik Group, which he first joined in 2007 and has been its CFO since 2013.
After thirteen years with the Company, whereof seven
years as Chief Financial Officer, Mats Wallin, will leave his position to pursue other opportunities based on a mutual agreement with Autoliv. Mats will remain in his current position until his successor joins Autoliv.
I would like to welcome Mats Backman to Autoliv, his experience and competence will be very important for Autolivs next development and transition
phase. Mats Wallin has played a key role in increasing the company value by 4 times since he became CFO in 2009. I would like to sincerely thank him and wish him all the best for his future endeavours, said Jan Carlson, Chairman, President and
CEO, Autoliv.
Inquiries:
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Thomas Jönsson, GVP Corporate Communications, Autoliv Inc. |
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Tel +46-8-587 20 627 |
Please see attached photo of Mr. Mats Backman
About Autoliv
Autoliv, Inc., the worldwide
leader in automotive safety systems, develops and manufactures automotive safety systems for all major automotive manufacturers in the world. Together with its joint ventures, Autoliv has close to 80 facilities with more than 60,000 employees in 28
countries. In addition, the Company has ten technical centers in nine countries around the world, with 21 test tracks, more than any other automotive safety supplier. Sales in 2014 amounted to US $9.2 billion. The Companys shares are listed on
the New York Stock Exchange (NYSE: ALV) and its Swedish Depository Receipts on the OMX Nordic Exchange in Stockholm (ALIV sdb). For more information about Autoliv, please visit our company website at www.autoliv.com.
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Autoliv Inc. |
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Autoliv North America |
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World Trade Center |
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26545 American Drive |
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Klarabergsviadukten 70, section C6 |
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Southfield, MI 48034, USA |
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P. O. Box 703 81, SE-107 24 Stockholm, Sweden |
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Tel +1 (248) 794 4537 |
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Tel +46 (8) 58 72 06 27 |
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e-mail: ray.pekar@autoliv.com |
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e-mail: thomas.jonsson@autoliv.com |
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Safe Harbor Statement
This report contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our
current expectations, various assumptions and data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such
forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to
differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in
the forward-looking statements. The Company undertakes no obligation to update publicly or revise any forward-looking statements in light of new information or future events. For any forward-looking statements contained in this or any other
document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update any such statement.
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Autoliv Inc. |
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Autoliv North America |
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World Trade Center |
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26545 American Drive |
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Klarabergsviadukten 70, section C6 |
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Southfield, MI 48034, USA |
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P. O. Box 703 81, SE-107 24 Stockholm, Sweden |
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Tel +1 (248) 794 4537 |
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Tel +46 (8) 58 72 06 27 |
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e-mail: ray.pekar@autoliv.com |
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e-mail: thomas.jonsson@autoliv.com |
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