Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2020, Veoneer, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), where a total of 85,252,427 shares were represented in person or by valid proxy. The proposals presented at the Annual Meeting are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 25, 2020. At the Annual Meeting, the Company’s stockholders took the following actions:
Proposal 1: Election of Directors
Dr. Mary Louise Cummings, Mr. Kazuhiko Sakamoto and Dr. Wolfgang Ziebart were each re-elected to the Company’s Board of Directors for a three-year term until the 2023 annual meeting of stockholders. The votes cast were as follows:
Dr. Mary Louise Cummings: 81,729,085 votes for, 39,793 votes against, 1,208,126 abstentions and 2,275,423 broker non-votes.
Mr. Kazuhiko Sakamoto: 79,064,344 votes for, 2,701,722 votes against, 1,210,938 abstentions and 2,275,423 broker non-votes.
Dr. Wolfgang Ziebart: 81,540,721 votes for, 216,958 votes against, 1,219,325 abstentions and 2,275,423 broker non-votes.
Proposal 2: Advisory Vote to Approve Executive Compensation
Stockholders of the Company approved, on a non-binding, advisory basis, a resolution approving the compensation of the Company’s named executive officers for fiscal year 2019. The votes cast were as follows:
57,822,485 votes for, 23,652,345 votes against, 1,502,174 abstentions and 2,275,423 broker non-votes.
Proposal 3: Amendment to the Restated Certificate of Incorporation to Eliminate the Supermajority Voting Standard
Stockholders of the Company did not meet the voting threshold required to amend the Restated Certificate of Incorporation to eliminate the supermajority voting standard. The votes cast were as follows:
82,825,398 votes for, 69,272 votes against, 82,334 abstentions and 2,275,423 broker non-votes.
Based on the outcome of the vote, the supermajority voting standard will remain in place and stockholders of the Company holding at least 80% of the voting power of all of the Company’s outstanding common stock will be required for any future amendment, alteration, change or repeal in any respect of any provision of the Company’s Restated Certificate of Incorporation.
Proposal 4: Amendment to the Restated Certificate of Incorporation to Eliminate the Classification of the Board of Directors
Stockholders of the Company did not meet the voting threshold required to amend the Restated Certificate of Incorporation to eliminate the classification of the Board of Directors. The votes cast were as follows:
82,831,468 votes for, 66,679 votes against, 78,857 abstentions and 2,275,423 broker non-votes.
Based on the outcome of the vote, the Board of Directors remains classified and the Class II directors elected at the 2020 Annual Meeting will serve a term ending at the 2023 annual meeting of stockholders.
Proposal 5: Ratification of Appointment of Independent Auditors
Stockholders of the Company ratified the appointment of Ernst & Young AB as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2020. The votes cast were as follows:
84,027,091 votes for, 35,502 votes against, 1,189,834 abstentions and 0 broker non-votes.
A copy of the press release dated May 8, 2020 regarding the results of the Annual Meeting is filed as Exhibit 99.1 to this report and is incorporated herein by reference.