NXP Semiconductors : Report of unscheduled material events or corporate event

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): November 19, 2019

NXP Semiconductors N.V.

(Exact name of Registrant as specified in charter)

Netherlands

(State or other jurisdiction

of incorporation)

60 High Tech Campus

Eindhoven

Netherlands

(Address of principal executive offices)

001-34841

(Commission file number)

[phone]

(Registrant's telephone number, including area code)

NA

(Former name or former address, if changed since last report)

98-1144352

(IRS employer

identification number)

5656 AG

(Zip code)

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-4c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Number of each exchange on which registered

Common shares, EUR 0.20 par value	NXPI	The Nasdaq Global Select Market

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 8.01

Other Events.

On November 19, 2019, the Board of Directors (the "Board") of NXP Semiconductors N.V. (the "Company") approved the payment of an interim dividend for the fourth quarter of 2019 of $0.375 per ordinary share. The interim dividend will be paid on January 6, 2020 to shareholders of record as of December 16, 2019.

Additionally, the Board has approved the resumption of share repurchases, authorizing up to $2 billion of share repurchases to be executed at times and manners determined by Company management.

A copy of the Company's press release announcing the dividend payment and resumption of share repurchases is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

1. Exhibits.

99.1Press release dated November 19, 2019 entitled: "NXP Semiconductors Announces Quarterly Dividend and Resumption of Share Repurchases".

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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.

Date: November 19, 2019

NXP Semiconductors

N.V.

/s/ Dr. Jean A.W. Schreurs

Dr. Jean A.W. Schreurs

SVP and Chief Corporate Counsel

NXP Semiconductors Announces Quarterly Dividend and Resumption of Share Repurchases

EINDHOVEN, The Netherlands, November 19, 2019 - NXP Semiconductors N.V. (NASDAQ: NXPI) today announced that, as part of the Quarterly Dividend Program, its board of directors has approved the payment of an interim dividend for the fourth quarter of 2019 of $0.375 per ordinary share. The interim dividend will be paid on January 6, 2020 to shareholders of record as of December 16, 2019.

Additionally, the NXP board of directors has authorized to resume the share buy-back program in 2020, authorizing up to $2 billion of share repurchase to be executed at times and manners determined by the company management.

Taxation - Cash Dividends

Cash dividends will be subject to the deduction of Dutch dividend withholding tax at the rate of 15 percent, which may be reduced in certain circumstances. Non-Dutch resident shareholders, depending on their circumstances, may be entitled to a full or partial refund of Dutch dividend withholding tax. If you are uncertain as to the tax treatment of any dividends, consult your tax advisor.

About NXP Semiconductors

NXP Semiconductors N.V. enables secure connections for a smarter world, advancing solutions that make lives easier, better, and safer. As the world leader in secure connectivity solutions for embedded applications, NXP is driving innovation in the automotive, industrial & IoT, mobile, and communication infrastructure markets. Built on more than 60 years of combined experience and expertise, the company has approximately 30,000 employees in more than 30 countries and posted revenue of $9.41 billion in 2018. Find out more at www.nxp.com.

Forward-looking Statements

This document includes forward-looking statements which include statements regarding NXP's business strategy, financial condition, results of operations, and market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward- looking statements after NXP distributes this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in NXP's SEC filings. Copies of NXP's SEC filings are available on NXP's Investor Relations website, https://investors.nxp.comor from the SEC website, www.sec.gov.

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