false000103467000-000000000010346702024-09-132024-09-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 13, 2024 |
Autoliv, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-12933 |
Not applicable |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Klarabergsviadukten 70, Section B 7th Floor, Box 70381, |
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Stockholm, Sweden |
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SE-107 24 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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+46 8 587 20 600 |
(Registrant’s Telephone Number, Including Area Code) |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Common Stock (par value $1.00 per share) |
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ALV |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2024, the Board of Directors (the “Board”) of Autoliv, Inc. (the “Company”) expanded the size of the Board from eleven to twelve members and elected Ms. Adriana Karaboutis to fill the vacancy, effective immediately. Ms. Karaboutis has a term expiring at the 2025 Annual Meeting of Stockholders.
Ms. Karaboutis will enter into an indemnification agreement substantially in the form of the indemnification agreement previously entered into with each of the Company’s existing officers and directors, a form of which has been filed as Exhibit 10.6 to Form 10-Q (File No. 001-12933), filed October 25, 2019. The Company will compensate Ms. Karaboutis consistent with its other independent directors in connection with her appointment to the Board. There are no transactions in which Ms. Karaboutis has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Karaboutis and any other persons pursuant to which she was selected as a director.
A copy of the press release dated September 16, 2024, announcing the appointment of Ms. Karaboutis is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 8.01 Other Events.
In a press release dated September 17, 2024, the Company announced that the Board had appointed Mr. Fabien Dumont as Executive Vice President and Chief Technology Officer of the Company, succeeding Mr. Jordi Lombarte who becomes Senior Technical Advisor to the Company.
A copy of the press release dated September 17, 2024 is filed as Exhibit 99.2 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AUTOLIV, INC |
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By: |
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/s/ Anthony J. Nellis |
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Name: |
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Anthony J. Nellis |
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Title: |
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Executive Vice President, Legal Affairs and General Counsel |
Date: September 18, 2024
PRESS RELEASE
Exhibit 99.1
Autoliv Appoints Adriana Karaboutis to its Board of Directors
(Stockholm, Sweden, September 16, 2024) – Autoliv, Inc. (NYSE: ALV and SSE: ALIVsdb), the worldwide leader in automotive safety systems, announces that it has added a new independent member to its Board of Directors effective today.
On September 13, 2024, the Autoliv Board of Directors appointed Ms. Adriana Karaboutis as an independent director to the Autoliv Board of Directors effective immediately. With the addition of Ms. Karaboutis, Autoliv has expanded its Board size from eleven to twelve directors.
Ms. Karaboutis most recently served as Group Chief Information and Digital Officer of National Grid PLC, one of the world’s largest public utility companies, a position she held from 2017 to 2023. She previously served as Executive Vice President, Technology, Business Solutions and Corporate Affairs at Biogen Inc., a global biotechnology company, overseeing Business Solutions from 2014 to 2017 with incremental responsibility for Corporate Affairs from 2015 to 2017. Prior to that, Ms. Karaboutis was Vice President and Global Chief Information Officer of Dell, Inc., a global technology company from March 2010 to September 2014.
Ms. Karaboutis previously spent more than 20 years at General Motors Company and Ford Motor Company in various international leadership positions, including computer-integrated manufacturing, supply chain operations, and information technology. Ms. Karaboutis has served on the board of directors of Perrigo Company plc, since May 2017, Aon plc, since September 2022, and Savills plc, since March 2024, and previously served on the boards of directors of Aspen Technology, Inc., Advance Auto Parts, Inc., and Blue Cross Blue Shield of Massachusetts. She served as president of the Michigan Council of Women in Technology from 2008 to 2010 and was a board member of the Manufacturing Executive Leadership Forum from 2009 to 2014. Ms. Karaboutis also served on the Babson College advisory board for the Center for Women’s Entrepreneurial Leadership.
“I am very pleased to welcome Adriana to the Autoliv Board of Directors,” said Jan Carlson, Chairman of the Board of Directors of Autoliv, Inc. “Adriana’s solid industry experience and public company leadership is a welcome addition to the Autoliv Board at a dynamic time for Autoliv and the automotive industry.”
Ms. Karaboutis is appointed for a term expiring at the 2025 Annual General Meeting of Stockholders at which time the Board is expected to contract to eleven members with the retirement of Mr. Hasse Johansson.
Inquiries:
Media: Gabriella Etemad, Tel +46 (70) 612 64 24
Investors & Analysts: Anders Trapp, Tel +46 (0)8 587 206 71
Investors & Analysts: Henrik Kaar, Tel +46 (0)8 587 206 14
About Autoliv
Autoliv, Inc. (NYSE: ALV; Nasdaq Stockholm: ALIV.sdb) is the worldwide leader in automotive safety systems. Through our group companies, we develop, manufacture and market protective systems, such as airbags, seatbelts, and steering wheels for all major automotive manufacturers in the world as well as mobility safety solutions, such as pedestrian protection, connected safety services and safety solutions for riders of powered two wheelers. At Autoliv, we challenge and re-define the standards of mobility safety to sustainably deliver leading solutions. In 2023, our products saved 35,000 lives and reduced more than 450,000 injuries.
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Autoliv Inc. Box 70381, 107 24 Stockholm, Sweden Visiting address: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm Phone: +46 (0)8 587 20650 |
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Our 70,000 associates in 25 countries are passionate about our vision of Saving More Lives and quality is at the heart of everything we do. We drive innovation, research, and development at our 14 technical centers, with their 20 test tracks. Sales in 2023 amounted to $10.5 billion. For more information go to www.autoliv.com.
Safe Harbor Statement
This report contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including general economic conditions and fluctuations in the global automotive market. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any such statements in light of new information or future events, except as required by law.
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Autoliv Inc. Box 70381, 107 24 Stockholm 111 64 Stockholm, Sweden Visiting address: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm Phone: +46 (0)8 58720650 |
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PRESS RELEASE
Exhibit 99.2
Autoliv appoints Fabien Dumont as Executive Vice President & Chief Technology Officer
(Stockholm, Sweden, September 17, 2024) – Autoliv, Inc. (NYSE: ALV and SSE: ALIVsdb), the worldwide leader in automotive safety systems, appoints Fabien Dumont as Executive Vice President & Chief Technology Officer and a member of the Autoliv Executive Management Team.
Fabien Dumont previously served as Vice President Engineering in Autoliv China and has been with Autoliv since 1998. In leading the Autoliv China Engineering team, Fabien Dumont has played a vital role in developing innovations and technologies that support the fast-moving Chinese market. This includes leading the design and technological transformation of the steering wheel business in China.
China is an increasingly important innovation and growth hub for the global automotive industry, where the technology development is intense, with faster timelines to bring new products to market and a growing level of innovations.
“Fabien Dumont’s experience in both Operations and Engineering will be essential as we continue to bring the capabilities from the fast-moving China market and business to the rest of Autoliv. I am very pleased to welcome Fabien to the Executive Management Team, bringing valuable knowledge and perspectives,” said Mikael Bratt, President and CEO of Autoliv.
Fabien Dumont will continue to be based in China and close to the fast-developing market. He succeeds Jordi Lombarte who continues as Senior Technical Advisor.
Mikael Bratt continued, "I thank Jordi Lombarte for his valued contribution to Autoliv in a period of intense business transformation and I look forward to his continued contributions.”
The change is effective immediately.
Inquiries:
Media: Gabriella Etemad, Tel +46 (70) 612 64 24
Investors & Analysts: Anders Trapp, Tel +46 (0)8 587 206 71
Investors & Analysts: Henrik Kaar, Tel +46 (0)8 587 206 14
About Autoliv
Autoliv, Inc. (NYSE: ALV; Nasdaq Stockholm: ALIV.sdb) is the worldwide leader in automotive safety systems. Through our group companies, we develop, manufacture and market protective systems, such as airbags, seatbelts, and steering wheels for all major automotive manufacturers in the world as well as mobility safety solutions, such as pedestrian protection, connected safety services and safety solutions for riders of powered two wheelers. At Autoliv, we challenge and re-define the standards of mobility safety to sustainably deliver leading solutions. In 2023, our products saved 35,000 lives and reduced more than 450,000 injuries.
Our 70,000 associates in 25 countries are passionate about our vision of Saving More Lives and quality is at the heart of everything we do. We drive innovation, research, and development at our 14 technical centers, with their 20 test tracks. Sales in 2023 amounted to US $ 10.5 billion. For more information go to www.autoliv.com.
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Autoliv Inc. Box 70381, 107 24 Stockholm, Sweden Visiting address: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm Phone: +46 (0)8 587 20600 E-mail: gabriella.etemad@autoliv.com |
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Safe Harbor Statement
This report contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including general economic conditions and fluctuations in the global automotive market. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any such statements in light of new information or future events, except as required by law.
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Autoliv Inc. Box 70381, 107 24 Stockholm Visiting address: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm Phone: +46 (0)8 58720600 |
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