CNH Industrial (NYSE: CNH) AGM OKs dividend, share issuance and buyback powers
Rhea-AI Filing Summary
CNH Industrial N.V. reported that shareholders approved all resolutions at the 2026 Annual General Meeting. As of the April 10, 2026 record date, the company had 1,239,950,537 common shares and 370,433,244 special voting shares outstanding, for 1,610,383,781 voting shares, with 94.44% represented at the meeting.
All nominees to the Board were appointed or re‑appointed, and shareholders backed executive compensation with 96.08% of votes cast and chose an annual say‑on‑pay frequency. The 2025 annual financial statements were adopted and Deloitte entities were confirmed as auditors for Dutch statutory and U.S. GAAP accounts.
Shareholders approved a dividend of $0.10 per outstanding common share and granted the Board 18‑month authorizations from May 8, 2026 to issue new shares and/or rights up to 10% of issued share capital, limit or exclude pre‑emptive rights related to such issuances, and repurchase the company’s own shares. Directors were discharged for their 2025 duties.
Positive
- None.
Negative
- None.
Insights
CNH investors endorsed all AGM items, keeping capital flexibility high.
Shareholders of CNH Industrial approved every 2026 AGM resolution with strong majorities. This includes board elections, say‑on‑pay, adoption of 2025 financial statements, auditor appointments, and a cash dividend of $0.10 per common share.
They also renewed 18‑month authorities from May 8, 2026 for the Board to issue up to 10% of issued share capital, limit pre‑emptive rights on those issuances, and repurchase shares. These tools give management flexibility for equity plans, potential acquisitions, and capital returns, though actual effects depend on how the authorizations are used.
The very high turnout and approval rates suggest broad shareholder alignment with the current strategy. Future company filings will show if and when the new issuance and buyback authorities are exercised, and how the approved dividend fits into CNH Industrial’s ongoing capital allocation approach.
8-K Event Classification
Key Figures
Key Terms
say-on-pay financial
say-on-frequency financial
pre-emptive rights financial
Dutch statutory annual accounts financial
broker non-votes financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
CNH Industrial N.V. (the “Company”) held its 2026 Annual General Meeting of shareholders (the “2026 AGM”) on May 8, 2026. As of the Company’s record date, April 10, 2026, the Company’s issued and outstanding share capital (excluding treasury shares) amounted to 1,239,950,537 common shares and 370,433,244 special voting shares, resulting in 1,610,383,781 outstanding voting shares. Each share carries one vote. No votes can be cast for any treasury shares. At the 2026 AGM, 94.44% of all outstanding voting shares of the Company were present or represented. The total number of voting rights at the 2026 AGM amounted to 1,504,800,261.
Set forth below are the voting results for each resolution submitted to a vote of the Company’s shareholders at the 2026 AGM. Each of the below proposals is described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2026 (the “2026 Proxy Statement”). In accordance with the Company’s Articles of Association, votes abstained and broker non-votes have not been calculated as part of the votes cast at the 2026 AGM.
Resolutions 1.A.- 1.I.: Appointment of the Executive Directors and Appointment of the Non-Executive Directors
All nominees to the Company’s Board of Directors (the “Board”) were re-appointed or appointed, as applicable, each to a one-year term. Voting results are set out in the table below.
| Director |
For | % | Against | % | Votes Validly Cast Total |
Abstain | Broker Non-Vote |
|||||||||||||||||||||
| Suzanne Heywood |
1,458,263,017 | 98.27 | % | 25,665,883 | 1.73 | % | 1,483,928,900 | 1,834,071 | 19,037,290 | |||||||||||||||||||
| Gerrit Marx |
1,481,347,391 | 99.83 | % | 2,485,682 | 0.17 | % | 1,483,833,073 | 1,929,898 | 19,037,290 | |||||||||||||||||||
| Elizabeth Bastoni |
1,197,804,622 | 80.75 | % | 285,542,961 | 19.25 | % | 1,483,347,583 | 2,415,388 | 19,037,290 | |||||||||||||||||||
| Howard W. Buffett |
1,102,085,464 | 74.29 | % | 381,306,394 | 25.71 | % | 1,483,391,858 | 2,371,113 | 19,037,290 | |||||||||||||||||||
| Karen Linehan |
1,457,949,868 | 98.25 | % | 25,925,835 | 1.75 | % | 1,483,875,703 | 1,887,268 | 19,037,290 | |||||||||||||||||||
| Alessandro Nasi |
1,443,681,208 | 97.29 | % | 40,186,649 | 2.71 | % | 1,483,867,857 | 1,895,114 | 19,037,290 | |||||||||||||||||||
| Richard Palmer |
1,483,623,930 | 99.90 | % | 1,441,580 | 0.10 | % | 1,485,065,510 | 697,461 | 19,037,290 | |||||||||||||||||||
| Lorenzo Simonelli |
1,263,432,203 | 85.08 | % | 221,593,604 | 14.92 | % | 1,485,025,807 | 737,164 | 19,037,290 | |||||||||||||||||||
| Vagn Sørensen |
1,202,406,249 | 81.17 | % | 278,892,245 | 18.83 | % | 1,481,298,494 | 4,464,477 | 19,037,290 | |||||||||||||||||||
Resolutions 2.A.: Approval of Executive Compensation (“say-on-pay”) (advisory vote)
This resolution requested that shareholders approve the non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,426,609,219 | 96.08% | 58,185,461 | 3.91% | 1,484,794,680 | 968,291 | 19,037,290 |
Resolutions 2.B.: Approval of the Frequency of Future Say-on-Pay Votes (“say-on-frequency”) (advisory vote)
This resolution requested that shareholders vote, on an advisory basis, on whether future say-on-pay votes should occur every year, every two years, or every three years. The option of one year received the highest number of votes cast and was approved with the following vote:
| 1YR |
2YR |
3YR |
Abstain |
Broker Non-Vote | ||||
| 1,458,132,953 | 142,316 | 27,158,728 | 328,974 | 19,037,290 |
The Board considered the results of the advisory vote and determined that, consistent with the Board’s recommendation in the proxy statement for the 2026 AGM, the Company will continue to hold an advisory vote on executive compensation annually until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Resolutions 3.A.: Adoption of the 2025 Company Annual Financial Statements
The resolution requested that shareholders approve the adoption of the 2025 Company Annual Financial Statements (as defined in the 2026 Proxy Statement), and was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,503,448,188 | 99.96% | 550,375 | 0.04% | 1,503,998,563 | 801,698 | N/A |
Resolutions 3.B.: Re-appointment of Independent Auditor for the Company’s Dutch Statutory Annual Accounts
This resolution requested that shareholders vote to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2026 financial year for its Dutch statutory annual accounts, as required by Dutch law. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,500,969,130 | 99.77% | 3,391,581 | 0.23% | 1,504,360,711 | 439,550 | N/A |
Resolution 3.C.: Ratification of Selection of International Independent Registered Public Accounting Firm (advisory vote)
This resolution requested shareholders to ratify the re-appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit its U.S. GAAP financial statements for the 2026 financial year. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,500,983,140 | 99.78% | 3,377,261 | 0.22% | 1,504,360,401 | 439,860 | N/A |
Resolution 4.A.: Proposal of a Dividend for 2025
This resolution requested that shareholders vote to approve the proposed dividend payment of $0.10 per outstanding common share, and was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,503,051,826 | 99.90% | 1,440,063 | 0.10% | 1,504,491,889 | 308,372 | N/A |
Resolution 5: Discharge of the Executive Directors and the Non-Executive Directors of the Board During the Financial Year 2025 for the Performance of their Duties During 2025
This resolution requested that the executive and the non-executive directors be discharged in respect of the performance of their duties in the financial year ended on December 31, 2025, to the extent apparent from the Dutch Annual Report, including the Company Annual Financial Statements (each as defined in the 2026 Proxy Statement) and from disclosures and statements made during the 2026 AGM. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,481,535,659 | 99.80% | 2,964,334 | 0.20% | 1,484,499,993 | 1,262,978 | 19,037,290 |
Resolution 6.A.: Authorization to Issue New Shares and/or Grant Rights to Subscribe for Shares
This resolution requested that shareholders authorize the Board, for a period of 18 months beginning on May 8, 2026, to issue new shares and/or grant rights to subscribe for shares. The authorization is limited to 10% of the Company’s issued share capital as of the date of the 2026 AGM. The authorization may be used in connection with awards under the Company’s equity incentive plans, but may also serve other purposes, such as the funding of acquisitions. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,501,197,038 | 99.80% | 3,043,668 | 0.20% | 1,504,240,706 | 559,555 | N/A |
Resolution 6.B.: Authorization to Limit or Exclude Pre-Emptive Rights
This resolution requested that shareholders authorize the Board, for a period of 18 months beginning on May 8, 2026, to restrict or exclude shareholders’ pre-emptive rights in relation to the issue of shares or the granting of rights to subscribe for shares pursuant to the authorization under resolution 6.a.: This resolutions was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,495,310,194 | 99.41% | 8,922,030 | 0.59% | 1,504,232,224 | 568,037 | N/A |
Resolution 6.C.: Authorization to Repurchase Own Shares
This resolution requested that shareholders extend the current authorization of the Board to repurchase own shares for a period of 18 months, beginning on May 8, 2026, to acquire common shares in its own share capital on the New York Stock Exchange or through other means (including but not limited to derivatives, private, over-the-counter, or block trades or otherwise), subject to terms described in the 2026 Proxy Statement. This resolution was approved with the following vote:
| For |
% |
Against |
% |
Votes Validly Cast |
Abstain |
Broker Non-Vote | ||||||
| 1,500,441,775 | 99.82% | 2,691,187 | 0.18% | 1,503,132,962 | 1,667,299 | N/A |
| Item 7.01. | Regulation FD Disclosure. |
On May 8, 2026, the Company issued a press release announcing the voting results of the 2026 AGM. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 99.1 | CNH Industrial’s press release dated May 8, 2026, titled “CNH announces voting results of 2026 Annual General Meeting and publishes 2025 Sustainability Report” | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: May 8, 2026
Exhibit 99.1
|
CNH announces voting results of 2026 Annual General Meeting and publishes 2025 Sustainability Report
Basildon, May 8, 2026
CNH Industrial N.V. (NYSE: CNH) today held its 2026 Annual General Meeting (2026 AGM) of shareholders. Among the voting items, shareholders voted to re-appoint Suzanne Heywood and Gerrit Marx as executive directors; re-appoint Elizabeth Bastoni, Howard W. Buffett, Karen Linehan, Alessandro Nasi, and Vagn Sørensen as non-executive directors; and appoint Richard Palmer and Lorenzo Simonelli as non-executive directors.
Shareholders approved the Company’s 2025 financial statements prepared under IFRS. Shareholders also approved a dividend in cash of $0.10 per outstanding common share, totaling approximately $124.2 million.
The dividend will be paid on May 29, 2026, to shareholders of record on May 21, 2026. Shareholders holding CNH common shares deposited in Monte Titoli on the record date will receive the dividend in Euro at the official EUR/USD exchange rate of May 21, 2026 reported by the European Central Bank.
Details on all other proposals voted on by shareholders at the 2026 AGM are available on the Company’s website (investors.cnh.com/events-and-presentations/shareholder-meetings).
***
Concurrently with the 2026 AGM, the Company published its 2025 Sustainability Report. It includes CNH’s sustainability priorities, related strategic targets, and the main results achieved throughout 2025.
To consult the Report online, visit: www.cnh.com/- /media/CNHi/cnhicorporate/Sustainability/sustainability_reports/docs/CNH_Sustainability_2025_0605-Final.pdf | |
CNH Industrial N.V.
Cranes Farm Road
Basildon, Essex, SS14 3AD
United Kingdom
|
|
CNH Industrial (NYSE: CNH) is a world-class equipment, technology and services company. Driven by its purpose of Breaking New Ground, which centers on Innovation, Sustainability and Productivity, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its global and regional Brands. Globally, Case IH and New Holland supply 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment deliver a full lineup of construction products that make the industry more productive. The Company’s regionally focused Brands include: STEYR, for agricultural tractors; Raven, a leader in digital agriculture, precision technology and the development of autonomous systems; Hemisphere, a leading designer and manufacturer of high-precision satellite-based positioning, and heading technologies; Flexi-Coil, specializing in tillage and seeding systems; Miller, manufacturing application equipment; and Eurocomach, producing a wide range of mini and midi excavators for the construction sector, including electric solutions.
Across a history spanning over 180 years, CNH has always been a pioneer in its sectors and continues to passionately innovate and drive customer efficiency and success. As a truly global company, CNH’s 34,000+ employees form part of a diverse and inclusive workplace, focused on empowering customers to grow, and build, a better world.
For more information and the latest financial and sustainability reports visit: cnh.com
For news from CNH and its Brands visit: media.cnh.com
Contacts:
Media Relations
Email: mediarelations@cnh.com
Investor Relations
Email: investor.relations@cnh.com | |