2020

In compliance with Article 18 of the Company’s Articles of Association, CNH Industrial periodically holds general meetings which are open to all shareholders. In this section you will find all of the related information, including those on how to attend, to vote and additional documents.​

Annual General Meeting April 16, 2020


Covid-19 statement

In consideration of the corona virus outbreak (Covid-19) CNH Industrial N.V. would like to remind shareholders about the following:
  • In light of the public health risks arising from COVID-19 and restrictive measures implemented to reduce or eliminate gatherings of people, Company shareholders are expected not to attend the AGM in person. You do not need to be present to cast your vote at the Annual General Meeting on 16 April 2020; instead, you are urged to cast your votes by proxy or online in advance.
  • You may issue a proxy to Computershare S.p.A., as agent for CNH Industrial N.V. (if you hold shares in a Monte Titoli Participant Account) or you may use a US proxy (if you hold shares in a DTC Participant Account), which you can find herein below, following the voting instructions included in the Notice of the Annual General Meeting herein below; or
  • You may vote online on the link herein below (if you hold shares in a Monte Titoli Participant Account) or in the US by following the online voting instructions on your proxy card or on the voting instruction form which will be mailed/emailed to you by your US bank or broker (if you hold shares in a DTC Participant Account); or
  • You may exercise your vote by calling the phone number listed on your proxy card or on your voting instruction form or contacting your US bank or broker (if you hold shares in a DTC Participant Account); and
  • You may address any question regarding the proxy and/or online/phone voting by sending an email to cnhi@computershare.it (if you hold shares in a Monte Titoli Participant Account) or to web.queries@computershare.com or contacting your US bank or broker (if you hold shares in a DTC Participant Account).
  • For health and safety reasons, the Company will take appropriate measures to minimize public health risks relating to the AGM and further measures will be introduced in the event local prescriptions will be amended.
  • The Company reserves the right to amend the physical arrangements on the day of the AGM, including refusing entry to the meeting to comply with health and safety requirements.

Shareholders' Questions

The Company acknowledges that the extraordinary circumstances caused by the Corona-virus outbreak will limit the physical presence of our shareholders to the April 16, 2020 AGM. For this reason, shareholders who decide not to attend this meeting in Amsterdam and that wish to submit questions of general interest regarding items on the AGM agenda may submit their questions by email to AGM_2020@cnhind.com up to 11:00 a.m. CEST on Monday 13 April 2020.
The email submitting such question(s) must include name, surname, number of shares held by the shareholder, AGM agenda item to which the question refers and the bank or broker statement proving shareholder's share possession at the AGM record date.
During the AGM we will answer to questions received according to the above instructions.
Conversely, we will not answer to questions received without the required information mentioned above, received after such deadline, not coming from an identified shareholder or not related to AGM agenda items.
  • Notice of Annual General Meeting

  • Address from the Chairperson and Acting Chief Executive Officer Suzanne Heywood

  • 2019 EU-IFRS Annual Report

    5MB
  • Agenda and Explanatory Notes

  • Proposed amendment to the Company’s Remuneration Policy

  • Curriculum Vitae of Mr. Howard W. Buffett as candidate to be appointed as Non-Executive Director

  • Curriculum Vitae of Ms. Nelda (Janine) Connors as candidate to be appointed as Non-Executive Director

  • Curriculum Vitae of Mr. Tufan Erginbilgic as candidate to be appointed as Non-Executive Director

  • Curriculum Vitae of Mr. Vagn Sørensen as candidate to be appointed as Non-Executive Director

  • Corporate Governance Statement

  • Issued share capital and voting rights at March 3, 2020

  • Issued share capital and voting rights at March 19, 2020 (the record date)

  • Press Release: calling of the Annual General Meeting

  • Press Release: CNH Industrial confirms Annual General Meeting and removes dividend proposal

  • Press Release: resolutions approved

  • Voting results

Forms to attend and to vote at the AGM:

Attendance card - Shareholders with shares tradable on MTA or registered in the Italian branch of the Loyalty Register

​​​​​​​​​​​The attendance card must be presented at the entrance of the Meeting.

The attendance card will be delivered to:

  • Shareholders who are registered in the Italian branch of the Loyalty Register; and
  • Shareholders holding their shares in an intermediary account with a participant in the Monte Titoli system

who request to attend the Meeting in person or by an attorney granted by proxy pursuant to the instructions contained the relevant section of the form.

Attendance card

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Proxy form - Shareholders with shares tradable on MTA or registered in the Italian branch of the Loyalty Register

​​​​​​​​​​​Proxy form to use by shareholders entitled to attend the AGM:

  • who are registered in the Italian branch of the Loyalty Register; and
  • holding their shares in an intermediary account with a participant in the Monte Titoli clearing system
  • who intend to grant a proxy with voting instructions to Computershare S.p.A.

Proxy form

Online voting instructions - Shareholders with shares tradable on MTA

​​​​​​​​Shareholders holding their shares in an intermediary account with a participant in the Monte Titoli clearing system, entitled to attend the AGM, from March 20, 2020 (the day after the record date) may log in to the secure website in order to cast directly their vote online​.


Proxy card - Common Shareholders in the United States

​This form should be used by registered shareholders in the United States. The proxy card grants a proxy to someone else to vote your shares in accordance with your voting instructions. If you wish to attend the AGM, please check the box on the proxy card confirming your attendance.


NOTICE REGARDING
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CNH INDUSTRIAL N.V. (THE "COMPANY")
TO BE HELD ON THURSDAY, APRIL 16, 2020 AT 9:00 A.M. CEST
AT THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP, STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

On March 3, 2020, the Company called its annual general meeting of shareholders to be held on April 16, 2020 ("AGM") by publishing its Notice of Annual General Meeting of Shareholders and Agenda and Explanatory Materials ("AGM Materials") on its corporate website (www.cnhindustrial.com/en-us/investor_relations/shareholder_meetings/Pages/shareholder_meetings_2020.aspx).  On March 4, 2020, the Company furnished its AGM Materials to the U.S. Securities and Exchange Commission ("SEC") on Form 6-K.

Cancellation of Agenda Item 4.b. Re-appointment of Hubertus M. Mühlhäuser (voting item)

On March 23, 2020, the Company announced that Hubertus M.  Mühlhäuser had resigned as Chief Executive Officer and a Director of the Company with immediate effect.  In accordance with Mr. Mühlhäuser's request his name has been withdrawn from the agenda and he will not be presented to the AGM for re-appointment to the Board of Directors.

Notwithstanding Mr. Mühlhäuser's withdrawal, the proxy card for Registered Shareholders holding their shares at Computershare U.S. or voting instruction forms for DTC Participant Accounts remains valid and the Company will not distribute a new form of proxy card or voting instruction form. If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless you wish to change or revoke your vote. Proxy cards and voting instruction forms already returned by shareholders will remain valid and will be voted at the AGM unless superseded or revoked.

Shares represented by proxy cards or voting instruction forms returned before the AGM will be voted with respect to the directors standing for re-appointment as instructed on the proxy card or voting instruction form, except that any votes or voting instructions with respect to Mr. Mühlhäuser's election to the Board will be disregarded.


Proxy card - Common Shareholders in the United States 

Proxy card - Shareholders registered in the U.S. branch of the Loyalty Register

​​​​​​​​​This form should be used by shareholders holding common shares and special voting shares registered in the U.S. branch of the Loyalty Register. The proxy card grants a proxy to someone else to vote your shares in accordance with your voting instructions. If you wish to attend the AGM, please check the box on the proxy card confirming your attendance.


NOTICE REGARDING
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CNH INDUSTRIAL N.V. (THE "COMPANY")
TO BE HELD ON THURSDAY, APRIL 16, 2020 AT 9:00 A.M. CEST
AT THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP, STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

On March 3, 2020, the Company called its annual general meeting of shareholders to be held on April 16, 2020 ("AGM") by publishing its Notice of Annual General Meeting of Shareholders and Agenda and Explanatory Materials ("AGM Materials") on its corporate website (www.cnhindustrial.com/en-us/investor_relations/shareholder_meetings/Pages/shareholder_meetings_2020.aspx).  On March 4, 2020, the Company furnished its AGM Materials to the U.S. Securities and Exchange Commission ("SEC") on Form 6-K.

Cancellation of Agenda Item 4.b. Re-appointment of Hubertus M. Mühlhäuser (voting item)

On March 23, 2020, the Company announced that Hubertus M.  Mühlhäuser had resigned as Chief Executive Officer and a Director of the Company with immediate effect.  In accordance with Mr. Mühlhäuser's request his name has been withdrawn from the agenda and he will not be presented to the AGM for re-appointment to the Board of Directors.

Notwithstanding Mr. Mühlhäuser's withdrawal, the proxy card for Registered Shareholders holding their shares at Computershare U.S. or voting instruction forms for DTC Participant Accounts remains valid and the Company will not distribute a new form of proxy card or voting instruction form. If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless you wish to change or revoke your vote. Proxy cards and voting instruction forms already returned by shareholders will remain valid and will be voted at the AGM unless superseded or revoked.

Shares represented by proxy cards or voting instruction forms returned before the AGM will be voted with respect to the directors standing for re-appointment as instructed on the proxy card or voting instruction form, except that any votes or voting instructions with respect to Mr. Mühlhäuser's election to the Board will be disregarded.


Proxy card – Shareholders registered in the U.S. branch of the Loyalty Register