Business Context and Reporting Period
This Form 6-K filing by Ternium S.A. summarizes the resolutions adopted at the Annual General Meeting of Shareholders held on May 6, 2019. The meeting addressed the approval of consolidated financial statements for the years ended December 31, 2018, 2017, and 2016, as well as the annual accounts as of December 31, 2018.
Key Financial Metrics and Dividend Information
- Dividend Declaration: The meeting approved a dividend of $0.12 per share (or $1.20 per ADR), payable in U.S. dollars on May 14, 2019.
- Total Dividend Payout: The aggregate amount to be distributed is $235,569,213, net of Treasury Shares, to be paid from retained earnings.
- Net Income/Loss: The filing notes that the loss for the year ended December 31, 2018, was absorbed by the Company's retained earnings account. Specific revenue, profit, cash flow, or debt figures are not provided in this summary text.
- Auditor Fees: Maximum fees for the fiscal year ending December 31, 2019, were approved across eleven currencies, including a cap of $166,200 in U.S. Dollars.
Material Changes and Governance Actions
- Board Composition: The number of Board members was maintained at eight. All eight directors were re-appointed to serve until the next annual meeting regarding 2019 accounts.
- Director Compensation: Compensation for the 2018 fiscal year was set at $115,000 per director. The Chairman received an additional $295,000. Audit Committee members received an additional $55,000, with the Committee Chairman receiving an extra $10,000.
- Auditor Appointment: PricewaterhouseCoopers was re-appointed as the independent auditor for the fiscal year ending December 31, 2019.
- Discharge of Liability: Shareholders discharged all Board members from liability regarding the management of the Company's affairs during 2018.
Outlook, Risks, and Contingencies
The filing text does not provide specific management commentary on future outlook, market risks, or contingencies beyond the standard authorization for the Board to appoint attorneys-in-fact and manage day-to-day operations. The filing confirms the absorption of the 2018 loss by retained earnings, indicating a negative net income position for that period, though the magnitude of the loss is not quantified in this document.
Investor Verification Checklist
- Verify the exact amount of the net loss for the year ended December 31, 2018, in the full 20-F annual report.
- Confirm the record date for the $0.12 per share dividend to be paid on May 14, 2019.
- Review the full consolidated financial statements for 2018 to assess liquidity and debt levels not detailed in this summary.
- Check for any subsequent changes to the Board of Directors or auditor appointments following this meeting.