STMicroelectronics N.V. Form 6-K Summary
Business Context and Reporting Period
This Form 6-K, dated March 12, 2002, serves as a report of a foreign private issuer regarding the Annual General Meeting of Shareholders scheduled for March 27, 2002, in Amsterdam, the Netherlands. The filing specifically addresses a clarification of Resolution 6 concerning the remuneration of the Supervisory Board and the approval of a new Stock Option Plan.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a procedural notice regarding corporate governance and shareholder voting rather than a financial performance report.
Material Changes
The primary material change disclosed is the revision of Resolution 6 to explicitly propose remuneration for the Supervisory Board and its committees. Previous proxy materials mailed on February 28, 2002, did not include this clarified resolution.
Guidance, Outlook, and Management Commentary
- Board Remuneration: The Supervisory Board proposes maintaining the President and Vice President remuneration at US$45,000 per annum, the Audit Committee President at US$40,000, and other members at US$30,000.
- Committee Fees: Proposed annual remuneration includes US$10,000 for Audit Committee members, and US$5,000 each for Compensation and Strategic Committee members.
- Attendance Fees: Fees are set at US$2,000 per meeting, reduced to US$500 for telephone or videoconference attendance.
- Stock Option Plan: A new 3-year plan effective March 28, 2002, allows Supervisory Board members to be granted 12,000 options per year and professionals 6,000 options per year. Options are exercisable over ten years at the stock price on the grant date.
- Service Limits: A Supervisory Board member is limited to serving on a maximum of two committees.
Key Facts for Investor Verification
- Verify the outcome of the vote on the clarified Resolution 6 at the March 27, 2002, Annual General Meeting.
- Confirm the total number of shares represented by the New York Registry as of the record date (February 25, 2002).
- Review the full text of the new 3-year Stock Option Plan to understand vesting schedules and dilution impact.
- Check subsequent filings for the actual financial performance of the company, as this document contains no financial data.