What new share issuance authority did CNH (CNH) grant its Board?

Investors authorized the Board for 18 months from May 8, 2026 to issue new shares and/or grant subscription rights up to 10% of issued share capital. A related resolution also allows limiting or excluding pre‑emptive rights on these issuances.

Did CNH (CNH) renew its share repurchase authorization at the 2026 AGM?

Yes. Shareholders extended the Board’s authority for 18 months from May 8, 2026 to repurchase common shares on the New York Stock Exchange or through other methods. The resolution passed with 99.82% of votes cast in favor.

CNH Industrial investors back all 2026 AGM resolutions

CNH Industrial N.V. reported that shareholders approved all resolutions at the 2026 Annual General Meeting.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

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.

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

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Voting shares outstanding: 1,610,383,781 voting shares AGM turnout: 94.44% of voting shares Say-on-pay support: 96.08% for +5 more

8 metrics

Voting shares outstanding 1,610,383,781 voting shares As of record date April 10, 2026

AGM turnout 94.44% of voting shares Present or represented at 2026 AGM

Say-on-pay support 96.08% for Advisory vote on executive compensation

Dividend per share $0.10 per common share Dividend for 2025 financial year

New share issuance limit 10% of issued share capital Board authorization for 18 months from May 8, 2026

Authorization duration 18 months For issuance, pre‑emptive rights limitation and repurchase

Adoption of financial statements support 99.96% for 2025 Company Annual Financial Statements

Repurchase resolution support 99.82% for Authorization to repurchase own shares

Key Terms

special voting shares, say-on-pay, say-on-frequency, pre-emptive rights, +2 more

6 terms

special voting shares financial

"1,239,950,537 common shares and 370,433,244 special voting shares, resulting in 1,610,383,781 outstanding voting shares."

Shares that carry extra or different voting power than ordinary shares, allowing their holders to control corporate decisions disproportionate to their economic stake. For investors this matters because these shares can concentrate control in the hands of a few — like owning the steering wheel while others own most of the car — which can affect board choices, strategic direction, minority shareholder influence and the value or liquidity of ordinary shares.

say-on-pay financial

"Approval of Executive Compensation (“say-on-pay”) (advisory vote) This resolution requested that shareholders approve the non-binding advisory resolution"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

say-on-frequency financial

"Approval of the Frequency of Future Say-on-Pay Votes (“say-on-frequency”) (advisory vote) This resolution requested that shareholders vote"

pre-emptive rights financial

"authorize the Board ... to restrict or exclude shareholders’ pre-emptive rights in relation to the issue of shares"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

Dutch statutory annual accounts financial

"re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2026 financial year for its Dutch statutory annual accounts"

broker non-votes financial

"votes abstained and broker non-votes have not been calculated as part of the votes cast at the 2026 AGM."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the key outcomes of CNH (CNH) 2026 Annual General Meeting?

Shareholders approved all resolutions, including director elections, 2025 financial statements, auditor appointments, a $0.10 per-share dividend, and 18‑month authorizations to issue up to 10% new shares, limit pre‑emptive rights, and repurchase shares.

How many voting shares were represented at CNH (CNH) 2026 AGM?

CNH Industrial had 1,610,383,781 voting shares outstanding as of April 10, 2026. At the 2026 AGM, 94.44% of these were present or represented, corresponding to 1,504,800,261 total voting rights cast on the meeting’s resolutions.

Did CNH (CNH) shareholders approve executive compensation in 2026?

Yes. The advisory say‑on‑pay resolution approving compensation for CNH Industrial’s named executive officers received 1,426,609,219 votes for and 58,185,461 against, meaning 96.08% support of votes cast at the 2026 Annual General Meeting.

What dividend for 2025 did CNH (CNH) shareholders approve?

Shareholders approved a cash dividend of $0.10 per outstanding common share for 2025. The resolution passed with 1,503,051,826 votes for and 1,440,063 against, reflecting 99.90% support among votes validly cast at the meeting.

Who audits CNH (CNH) after the 2026 AGM approvals?

Shareholders re‑appointed Deloitte Accountants B.V. as auditor for CNH Industrial’s Dutch statutory annual accounts for 2026 and ratified Deloitte & Touche LLP as the independent registered public accounting firm for its U.S. GAAP financial statements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 05/08/2026 - 06:15 PM

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): May 8, 2026

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 5.07.

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 Total	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 Total	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 Total	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 Total	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 Total	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 Total	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 Total	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 Total	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 Total	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

LOGO


		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

LOGO


		*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

LOGO

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 10.8 KB

CNH Industrial investors back all 2026 AGM resolutions

Rhea-AI Filing Summary

Positive

Negative