0001733186-19-000005.txt : 20190109 0001733186-19-000005.hdr.sgml : 20190109 20190109104651 ACCESSION NUMBER: 0001733186-19-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190108 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190109 DATE AS OF CHANGE: 20190109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Veoneer, Inc. CENTRAL INDEX KEY: 0001733186 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 823720890 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38471 FILM NUMBER: 19517559 BUSINESS ADDRESS: STREET 1: 26545 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 248-223-0600 MAIL ADDRESS: STREET 1: 26545 AMERICAN DRIVE CITY: SOUTHFIELD STATE: MI ZIP: 48034 8-K 1 veoneer8-k20190108mbappoin.htm 8-K Document


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

Date of Report (Date of earliest event reported): January 8, 2019

Veoneer, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-38471
 
82-3720890
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
Klarabergsviadukten 70, Section C, 6th Floor SE-111 64
Box 13089, SE-10302
Stockholm, Sweden
(Address and Zip Code of principal executive offices)

+46 8 527 762 00
(Registrant’s telephone number, including area code)

Not Applicable
(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))
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 January 8, 2019, Veoneer, Inc. (“Veoneer” or the “Company”) announced the appointment of Mats Backman as the Company’s new Chief Financial Officer and Executive Vice President, Finance, to be effective no later than July 8, 2019. Mr. Backman will replace Mr. Mathias Hermansson, the Company’s Chief Financial Officer and Executive Vice President, who the Company previously announced will be stepping down from his position. 

Mr. Backman, age 50, has served as Executive Vice President and Chief Financial Officer of Autoliv, Inc.  (“Autoliv”) since 2016. Prior to joining Autoliv, Mr. Backman served as Executive Vice President and Chief Financial Officer of Sandvik AB (“Sandvik”), a maker of high-tech tools, tooling systems and steel and alloy products, beginning in 2013. Mr. Backman started with Sandvik in 2007, and also served as its Acting President and Chief Executive Officer from August 2015 through October 2015, its Senior Vice President & Chief Financial Officer, Tooling from 2012 to 2013, and its Chief Financial Officer, IT & Business Development, Sandvik Machining Solutions from 2009 to 2012. Mr. Backman has a BSc in Business Administration & Economics from the University of Stockholm in Sweden.

Mr. Backman entered into an employment agreement with the Company (the “Employment Agreement”) in connection with his appointment.  The Employment Agreement provides that he is entitled to an annual base salary of SEK 5,800,000 (approximately $650,550). Mr. Backman will have an opportunity to participate in Veoneer’s bonus plan for executive officers, with an initial target cash bonus of forty-five percent (45%) of his base salary, and he will be eligible to receive equity grants under Veoneer’s stock incentive plan. For 2019, the Company intends to award Mr. Backman a stock incentive grant having a value at the grant date equal to $371,315, subject to approval of the Compensation Committee. Veoneer will provide Mr. Backman with a company car and reimbursement for maintenance costs. During his employment, Veoneer will make pension contributions equivalent to thirty-five percent (35%) of Mr. Backman’s base salary. The Employment Agreement also provides for a sign-on and retention bonus of 25,000 Restricted Stock Units issuable under Veoneer’s stock incentive plan on the initial date of employment (the “Retention RSUs”) which will vest on March 1, 2021, or earlier in the event of a “change in control” (as defined in Veoneer’s stock incentive plan), or the termination of Mr. Backman’s employment due to death, by the Company without “cause”, or by Mr. Backman for “good reason” (as such terms are defined in the Employment Agreement).

Mr. Backman’s Employment Agreement may be terminated by Veoneer at any time with or without cause or by Mr. Backman with or without good reason. The Employment Agreement requires that Veoneer provide written notice of termination to Mr. Backman not less than six (6) calendar months prior to the date of termination (except in the case of a “for cause” termination, in which case his termination would be effective immediately), and Mr. Backman must give Veoneer written notice of termination of his employment not less than six (6) calendar months prior to such date of termination. Depending on the reason for the termination, Mr. Backman will be entitled to certain severance benefits. If Mr. Backman’s employment is terminated by Veoneer other than for cause or if he resigns for good reason, then, in addition to receiving salary and benefits during the requisite notice period, he will be entitled to a lump sum severance payment equal to one and one-half times his then-current base salary. If Mr. Backman dies, if Veoneer terminates Mr. Backman’s employment for cause or if he retires or resigns without good reason, then the Employment Agreement will terminate without further obligations to the executive (other than payments and benefits due to Mr. Backman during the requisite notice period and, with respect to Mr. Backman’s death, vesting of the Retention RSUs). 

The Employment Agreement prohibits Mr. Backman from competing with the Company for a period of twelve (12) months after termination unless (i) the Company terminates Mr. Backman’s employment for any reason other than for cause or (ii) Mr. Backman resigns for good reason. In consideration for such noncompetition covenant, the Company is obligated to make up to twelve (12) monthly payments equal to the difference between the executive’s monthly gross salary as of the date of his employment termination and any lower salary earned by the executive in any new employment, if any. The aggregate monthly payments are limited to a maximum of sixty percent (60%) of the gross salary earned as of the date of his employment termination, and the Company will cease making payments once such aggregate amount has been reached. The Company is not obligated to make such payments if the executive’s employment terminates due to his retirement.

The Company and Mr. Backman have also executed a change-in-control severance agreement (“CiC Severance Agreement”). Pursuant to the terms of the CiC Severance Agreement, if Mr. Backman’s employment is terminated by Veoneer other than for “cause” or death, or if Mr. Backman resigns for “good reason”, or if Veoneer terminates Mr. Backman’s employment by reason of “disability”, in each case within two (2) years following a “change in control” of Veoneer (as such terms are defined in the CiC Severance Agreement), then Mr. Backman will receive a lump sum severance payment equal to 1.5 times the sum of (a) his then-current annual salary (or if higher, the salary in effect immediately prior to the first event or circumstances which constitutes good reason); (b) (i) the average of the annual cash bonuses earned in the two (2) fiscal years





prior to the date of termination, (ii) if two (2) fiscal years have not elapsed prior to the date of termination, the annual cash bonus earned in the fiscal year prior to termination, (iii) if a full fiscal year has not elapsed prior to the date of termination, his target annual cash bonus, or (iv) provided that it results in a higher bonus than the amount payable under (i) through (iii), the bonus payable for the fiscal year immediately prior to the first occurrence of an event or circumstance constituting good reason; (c) the taxable value of the benefit of a company car if Mr. Backman remained in service for one year following termination; and (d) the value of any defined contribution plan benefits to which Mr. Backman would have been entitled to if he remained in service for one year following termination. The severance payment under the CiC Severance Agreement would be in lieu of the salary and benefits payable pursuant to the Employment Agreement during the requisite notice period and the severance benefits that would otherwise be payable under the Employment Agreement.

The foregoing description of the Employment Agreement and the CiC Severance Agreement is only a summary and is qualified in its entirety by reference to the full text of the agreements, which will be filed as  exhibits to the Company’s Form 10-K for the fiscal year ending December 31, 2018.

A copy of the press release announcing the appointment is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) EXHIBITS
99.1
 
Press Release of Veoneer, Inc. dated January 8, 2019.








EXHIBIT INDEX







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.

VEONEER, INC.
 
 
 
By:
 
/s/ Lars A. Sjöbring
Name:
 
Lars A. Sjöbring
Title:
 
Executive Vice President, Legal Affairs, General Counsel and Secretary
Date: January 9, 2019



EX-99.1 2 exhibit991pressreleasedate.htm EXHIBIT 99.1 Exhibit


vlogopr.jpg
Veoneer appoints Mats Backman as Chief Financial Officer
Stockholm, Sweden, January 8, 2019: Veoneer, Inc. (NYSE: VNE and SSE: VNE SDB), the world’s largest pure-play company focused on Advanced Driver Assistance Systems (ADAS) and Automated Driving (AD), has appointed Mr. Mats Backman as Chief Financial Officer.  He joins from Autoliv where he has held a similar position since 2016.

The plan is for Mats to join Veoneer after ensuring a smooth transition of his current responsibilities in Autoliv, at the latest in early July 2019. Mats will replace Mathias Hermansson who, as previously communicated, has decided to seek new opportunities outside the Company.
“I warmly welcome Mats to Veoneer. He is a proven leader with a strong track record and I look forward to working together with him to take Veoneer through the next growth phase”, said Jan Carlson, Chairman, President & CEO, Veoneer.
“I look forward to joining Veoneer. The Company is very well positioned in the growth area of automotive technology. The timing for this transition is good, I get to participate to the next part of the build-up of Veoneer and Autoliv is in a stable situation with a strong finance team”, said Mats Backman.
This report is information that Veoneer, Inc. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the EVP Communications and IR set out above, at 15:00 CET on Tuesday January 8, 2019. 
For more information please contact:
Media:
Thomas Jönsson, GVP Communications & IR, tel +46 (0)8 527 762 27
Thomas.jonsson@veoneer.com
Investors & analysts:
Thomas Jönsson, Communications & IR, tel +46 (0)8 527 762 27
Thomas.jonsson@veoneer.com
Ray Pekar, Investor Relations, tel +1 (248) 794-4537
ray.pekar@veoneer.com

Veoneer designs and manufactures products and solutions for active safety, autonomous driving, occupant protection and brake control. Our purpose is to create trust in mobility. Veoneer is a new technology company that is building on a heritage of more than 60 years of automotive safety development. Veoneer and its joint-ventures has 8,300 employees in 13 countries. Headquartered in Stockholm, Sweden, Veoneer is listed on the New York Stock Exchange and on Nasdaq Stockholm.
Safe Harbor Statement: This release 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 Veoneer, 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/or 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 forward-looking statements in light of new information or future events, except as required by law.




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