Ternium S.A. Form 6-K Summary
Business Context and Reporting Period
This Form 6-K filing, dated March 19, 2019, serves as a notice of the Annual General Meeting of Shareholders for Ternium S.A., a global steel producer. The filing relates to the fiscal year ended December 31, 2018. The Annual General Meeting is scheduled for May 6, 2019, in Luxembourg. The document includes the Notice of Meeting, Shareholder Meeting Brochure, and Proxy Statement.
Key Financial Metrics
The filing references the Company's 2018 Annual Report for detailed financial statements but provides specific figures regarding profitability and dividends within the proxy materials:
- Consolidated Profit: The consolidated financial statements for the year ended December 31, 2018, show a profit of USD 1,662,132,938.
- Annual Accounts Loss: The Company's annual accounts (distinct from consolidated statements) show a loss for the year ended December 31, 2018.
- Dividend Proposal: The Board proposes a dividend of USD 0.12 per share (USD 1.20 per ADR), payable on May 14, 2019.
- Total Dividend Payout: The aggregate dividend amount is approximately USD 235,569,213 (net of Treasury Shares).
- Shares Outstanding: As of the filing date, there are 2,004,743,442 ordinary shares issued and outstanding.
- Treasury Shares: The Company holds 41,666,666 Treasury Shares, which do not carry voting rights.
Note: Specific values for revenue, operating cash flow, debt levels, and liquidity ratios are not provided in this filing text; they are contained in the referenced 2018 Annual Report.
Material Changes and Governance
The filing outlines several governance actions and financial allocations for shareholder approval:
- Dividend Source: Despite the loss in the annual accounts, the dividend will be paid from retained earnings, which are sufficient to cover the distribution and absorb the annual account loss.
- Board Composition: The Board of Directors consists of eight members, three of whom are independent directors serving on the Audit Committee. All eight current directors are proposed for re-election.
- Director Compensation: Proposed compensation for 2019 includes a base fee of USD 115,000 per director, with additional fees for the Chairman (USD 295,000) and Audit Committee members (USD 55,000).
- Auditor Appointment: PricewaterhouseCoopers (Luxembourg member firm) is recommended for reappointment as independent auditors for 2019.
Outlook, Risks, and Contingencies
This filing does not contain management commentary on future market outlook, specific operational risks, or contingencies beyond standard governance procedures. The document focuses on the mechanics of the shareholder meeting and the approval of past financial results. Investors are directed to the 2018 Annual Report for comprehensive risk factors and management discussion.
Investor Verification Checklist
- Verify the full consolidated financial statements (Revenue, EBITDA, Cash Flow) in the 2018 Annual Report available at www.ternium.com.
- Confirm the discrepancy between the consolidated profit (USD 1.66 billion) and the loss reported in the annual accounts to understand the accounting treatment.
- Review the specific breakdown of auditor fees across the eleven currencies listed in the proxy statement.
- Check the record dates for voting: May 1, 2019, for registered shareholders and March 29, 2019, for ADR holders.
- Confirm the dividend payment date of May 14, 2019, and the ex-dividend date once announced by the Board.