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CNH Industrial (NYSE: CNH) plans 2026 board refresh with two new nominees

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CNH Industrial N.V. reports that Board members Asa Tamsons and Richard J. Kramer have notified the company that they will not stand for re-election at the end of their current terms. Their service on the Board will conclude at the end of the 2026 Annual Stockholders Meeting.

The company states that both decisions are not due to any disagreement with CNH Industrial on operations, policies, or practices. Based on the Governance and Sustainability Committee’s recommendation, CNH has nominated Richard Palmer and Lorenzo Simonelli for election as directors to replace Tamsons and Kramer following the 2026 Annual Meeting.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

LOGO

 

 

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): March 24, 2026

LOGO

 

 

CNH INDUSTRIAL N.V.

(Exact name of registrant as specified in its charter)

 

 

Netherlands   001-36085   98-1125413

(State or other jurisdiction of

incorporation)

  (Commission File Number)   (I.R.S. Employer Identification No.)

 

Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom   N/A
(Address of principal executive offices)   (Zip Code)

+44 2079 251964

Registrant’s telephone number including area code

N/A

(Former name, former address and former fiscal year, 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:

 

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:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Shares, par value 0.01   CNH   New York Stock Exchange
3.850% Notes due 2027   CNH27   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 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 March 24, 2026, each of Ms. Asa Tamsons and Mr. Richard J. Kramer, both current members of the Board of Directors (the “Board”) of CNH Industrial N.V. (the “Company”), notified the Board that they will not stand for re-election to the Board at the end of their respective current terms, and as a result, their respective terms as directors will end at the conclusion of the 2026 Annual Stockholders Meeting (“2026 Annual Meeting”). Ms. Tamsons’ and Mr. Kramer’s respective decisions are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company would like to thank Ms. Tamsons and Mr. Kramer for their service on the Board.

As discussed further in the Company’s Proxy Statement in connection with its 2026 Annual Meeting, based on the recommendation of the Governance and Sustainability Committee of the Board of Directors, the Company has nominated Mr. Richard Palmer and Mr. Lorenzo Simonelli for election as directors to replace Ms. Asa Tamsons and Mr. Richard J. Kramer following the 2026 Annual Meeting.

 


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 thereunto duly authorized.

 

  CNH INDUSTRIAL N.V.
By:  

/s/ Britton Worthen

 

Name:    Britton Worthen
Title:   Chief Legal and Compliance Officer

Date: March 26, 2026

FAQ

What board changes did CNH (CNH) announce in this 8-K filing?

CNH Industrial N.V. disclosed that directors Asa Tamsons and Richard J. Kramer will not stand for re-election at the 2026 Annual Stockholders Meeting. Their terms will end at that meeting, and the company has already nominated two new directors to replace them.

Who has CNH (CNH) nominated to replace Asa Tamsons and Richard J. Kramer?

CNH Industrial has nominated Richard Palmer and Lorenzo Simonelli for election as directors. These nominations follow a recommendation from the Governance and Sustainability Committee and are intended to replace Asa Tamsons and Richard J. Kramer after the 2026 Annual Stockholders Meeting.

When will the current CNH (CNH) directors’ terms officially end?

The terms of directors Asa Tamsons and Richard J. Kramer will end at the conclusion of CNH Industrial’s 2026 Annual Stockholders Meeting. They will continue serving on the Board until that meeting, after which the newly elected directors are expected to assume their roles.

Does this CNH (CNH) filing include any financial or earnings information?

No. The filing focuses on board of directors changes, specifically the decision of two directors not to seek re-election and the nomination of two replacements. It does not present financial results, earnings data, or major transaction details in this disclosure.

Filing Exhibits & Attachments

4 documents