VOTING PROCEDURES (continued)
If you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your
shares in connection with proposals which are considered non-discretionary items for which brokerage firms require your voting instructions to vote your shares.
Each share will be entitled to one vote. According to Companys Articles of Association, all votes will be tabulated by the chairman of the Annual General Meeting,
who will count the votes, determine the existence of a quorum and validity of proxies and ballots, and certify the results of the voting.
The adoption of
resolutions at the Annual General Meeting shall require that at least one/third (1/3) of the Companys issued share capital is present or represented, excluding shares for which no vote can be cast pursuant to article 29, paragraph 2 of the
Companys articles of association. Unless otherwise provided for in this proxy, resolutions can be adopted with a simple majority of votes cast.
Other than the
proposals described in this proxy statement and matters incident to the conduct of the Annual General Meeting, we do not expect any matters to be presented for a vote at the Annual General Meeting. However, if you grant a proxy and additional
matters are properly presented for a vote at the Annual General Meeting, the persons named as proxy holders, Jennifer B. Wuamett or Jean A.W. Schreurs, will have the discretion to vote your shares on these additional matters. If for any unforeseen
reason one or more of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
We have elected to provide access to our proxy materials over the Internet, and accordingly will send the Notice to our shareholders of record and beneficial owners. The
Notice contains instructions on how to access the proxy materials over the Internet or to request a paper copy, how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis, and how to submit your proxy
electronically over the Internet or by mail.
We will announce preliminary voting results at the Annual General Meeting. Final voting results will be published in a
Current Report on Form 8-K filed with the SEC within four business days of the Annual General Meeting. If the final voting results are not available within four business days after the Annual General Meeting,
we will provide the preliminary results in the Current Report on Form 8-K and the final results in an amendment to the Current Report on Form 8-K within four business
days after the final voting results are known to us.
CORPORATE GOVERNANCE
We are the parent company of the NXP group. We are a holding company and our only material asset is our direct ownership of 100% of the share capital of NXP B.V., a
Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).
We were incorporated in the Netherlands as a Dutch
private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the name KASLION Acquisition B.V. on August 2, 2006. On May 21, 2010, we converted into a Dutch public company with limited
liability (naamloze vennootschap) and changed our name to NXP Semiconductors N.V. In August 2010, we listed our common shares on the Nasdaq Global Select Market (Nasdaq).
We are subject to various corporate governance requirements and best practice codes, the most relevant being those in the Netherlands and the United States. The current
Dutch Corporate Governance Code (the DCGC), dated December 8, 2016, replaced the former 2008 code and applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere. The code
is based on a comply or explain principle. Accordingly, companies are required to disclose in their annual reports filed in the Netherlands whether or not they are complying with the various rules of the Dutch corporate governance code
and if they do not comply with those provisions, to give the reasons therefore. The code contains principles and best practice provisions for managing boards, supervisory boards (which also apply to the
non-executive members of one-tier boards), shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement
standards.
Our long-term strategy is to maximize value for our shareholders and other stakeholders and create a strong cash flow generation by driving relative
market share leadership with profitable growth at 1.5 times the market and exceeding customer expectations. We are committed to innovating for a better tomorrow for our customers, employees, communities, and society as a whole. Our purpose and goal
is to provide Secure Connections for a Smarter World, a mission inspired by our customer-focused passion to win. In order to do so, we place five key elements high on our culture agenda: (i) raising the bar, (ii) engaging curiosity,
(iii) taking initiative, (iv) working together and (v) developing deep core competence. These values define uniquely who we are, and what we aspire to, as an organization. They are the guiding principles that we believe will help us
and our employees succeed. They inform the decisions we make and the actions we takeindividually and collectivelyevery day in order to drive market success. The Board strives for a culture focused on long-term value creation and believes
that these values enable us to reach that goal.
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