Business Context and Reporting Period
This Form 6-K filing by Ternium S.A. serves as a notice of the Annual General Meeting of Shareholders scheduled for May 2, 2023. The filing relates to the Company's fiscal year ended December 31, 2022. The document includes the meeting agenda, proxy statement, and letters to shareholders and ADS holders, but does not contain the full text of the 2022 Annual Report or consolidated financial statements, which are referenced as available on the Company's website.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the period ended December 31, 2022. These metrics are contained in the referenced 2022 Annual Report, which is not included in this filing.
However, the following financial data points regarding capital allocation and share structure are provided:
- Dividend Proposal: A total dividend of USD 0.27 per share (USD 2.70 per ADS) is proposed, representing an aggregate sum of approximately USD 530 million (net of Treasury Shares).
- Interim Dividend: An interim dividend of USD 0.09 per share (USD 0.90 per ADS), totaling approximately USD 177 million, was paid on November 17, 2022.
- Final Dividend Payment: If approved, a payment of USD 0.18 per share (USD 1.80 per ADS), totaling approximately USD 353 million, is proposed for May 10, 2023.
- Share Capital: As of the filing date, there are 2,004,743,442 ordinary shares issued and outstanding. The Company holds 41,666,666 Treasury Shares.
- Net Income Status: The filing notes that the "loss of the year ended December 31, 2022, would be absorbed by the Company's retained earnings account," indicating a net loss for the fiscal year.
Material Changes and Corporate Actions
The filing outlines several material corporate actions to be voted upon by shareholders:
- Board Composition: The Board of Directors proposes reducing the number of directors from nine to eight. Eight specific individuals are nominated for re-election.
- Director Compensation: Compensation for 2023 is proposed at USD 115,000 per director, with additional fees for the Chairman (USD 295,000), Audit Committee members (USD 55,000), and the Audit Committee Chairman (USD 10,000).
- Auditor Appointment: PricewaterhouseCoopers is recommended for reappointment as independent auditors for the fiscal year ending December 31, 2023.
- Financial Performance: The Company reported a net loss for the year ended December 31, 2022, which will be absorbed by retained earnings.
Guidance, Outlook, and Risks
The filing does not contain management commentary, forward-looking guidance, or specific risk factors regarding future operations. The document is strictly procedural, focusing on the mechanics of the shareholder meeting and the approval of past financial statements.
Contingencies and Unusual Items:
- The proposed dividend payment is contingent upon shareholder approval at the May 2, 2023 meeting.
- The filing explicitly states that the Company incurred a loss in 2022, which is an unusual item given the proposed dividend payout funded by retained earnings.
Investor Verification Checklist
- Verify the full 2022 Annual Report on the Ternium website to review detailed revenue, EBITDA, and cash flow figures.
- Confirm the specific reasons for the 2022 net loss referenced in the filing.
- Review the 2022 Annual Report to understand the composition of retained earnings used to fund the proposed dividend despite the net loss.
- Check the voting record date (April 27, 2023) and ADS record date (March 27, 2023) to ensure eligibility for the May 2 meeting.
- Monitor the outcome of the vote on the reduction of the Board of Directors from nine to eight members.