STMicroelectronics N.V. Form 6-K Summary
Business Context and Reporting Period
This Form 6-K, dated April 28, 2009, serves as a notice of the Annual General Meeting (AGM) of Shareholders for STMicroelectronics N.V., scheduled for May 20, 2009, in Amsterdam. The filing includes the convocation notice, agenda, proposed resolutions, and details regarding share capital and voting rights. The primary financial reporting period referenced for the proposed resolutions is the fiscal year ended December 31, 2008.
Key Financial Metrics and Capital Structure
The filing does not provide specific revenue, profit, cash flow, or margin figures for the 2008 fiscal year, as the full statutory annual accounts are referenced as separate documents available for inspection. However, the following capital and dividend data are provided:
- Proposed Dividend: US $0.12 per common share for the 2008 financial year, to be paid in four equal installments in 2009 and 2010.
- Issued Share Capital: EUR 946,719,597.20, divided into 910,307,305 common shares with a nominal value of EUR 1.04 each.
- Treasury Shares: 35,979,531 shares held by the company (non-voting).
- Voting Rights: 874,327,774 voting rights outstanding at the convocation date.
Material Changes and Corporate Actions
The filing outlines several material corporate actions proposed for shareholder approval:
- Board Appointments: Re-appointment of Mr. Doug Dunn and Dr. Didier Lamouche to the Supervisory Board for three-year terms.
- Executive Compensation: Approval of up to 100,000 Unvested Stock Awards for the President and CEO, tied to performance criteria.
- Employee Equity Plan: Approval of a maximum of 30.5 million "restricted" Share Awards under the 2008-2012 Employee Unvested Share Award Plan, with a specific cap of 6.1 million shares for 2009.
- Articles of Association: Proposed amendments to align with changes in Dutch law effective January 1, 2009, and anticipated future legislative changes.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance, management commentary on market conditions, or specific risk factors. The document focuses strictly on procedural matters for the AGM. The only forward-looking element is the scheduled dividend payment dates (May 25, August 24, November 23, 2009, and February 22, 2010), contingent upon shareholder approval.
Key Facts for Investor Verification
- Verify the adoption of the 2008 statutory annual accounts, which are not included in this text but are available at company offices and on the website.
- Confirm the approval of the US $0.12 per share dividend and the specific payment schedule.
- Review the details of the proposed amendments to the Articles of Association to understand changes in corporate governance or shareholder rights.
- Note the Record Date for voting eligibility is April 28, 2009; shareholders must have held shares on this date to vote.
- Check the company website (www.st.com) for the full triptych containing the amendment details and the full 2008 financial reports.