NXP Semiconductors (NXPI) Proxy filing summary

Executive summary

• The annual general meeting (AGM) is scheduled for June 10, 2026, with shareholders voting on statutory accounts, board discharge, director appointments, share issuance, repurchase, auditor re-appointment, director remuneration, executive compensation, and say-on-pay frequency.

• The board recommends voting in favor of all proposals, including the adoption of the 2025 statutory annual accounts, discharge of directors, and appointment of ten directors.

• Shareholders will also discuss the company’s long-term strategy, dividend policy, and compliance with the updated Dutch Corporate Governance Code.

Voting matters and shareholder proposals

• Proposals include adoption of 2025 statutory accounts, discharge of board members, appointment of ten directors, authorization for share issuance and repurchase, restriction of pre-emptive rights, cancellation of shares, re-appointment of EY as auditor, amended non-executive director remuneration, advisory vote on executive compensation, and advisory vote on say-on-pay frequency.

• The board recommends annual say-on-pay votes and supports all proposals.

Board of directors and corporate governance

• The board consists of one executive and nine non-executive directors, with 90% independence.

• Directors are appointed for one-year terms and may be re-elected annually.

• Board committees include Audit, Human Resources and Compensation, and Nominating, Governance and Sustainability, all composed of independent directors.

• The board regularly reviews strategy, risk, and governance, and maintains robust refreshment and evaluation processes.