STMicroelectronics Reports on Resolutions to be Proposed at the 2024 Annual General Meeting of Shareholders

Rhea-AI Summary

STMicroelectronics (NYSE: STM) announces resolutions for the 2024 Annual General Meeting, including dividend distribution, board appointments, and policy approvals. The AGM will be held in Amsterdam on May 22, 2024, with key decisions outlined for shareholder approval.

Insights

Financial Analyst

The proposal to distribute a cash dividend of US$ 0.36 per outstanding share indicates a tangible return to shareholders, which can influence investor sentiment and the stock's attractiveness. The commitment to quarterly payments suggests a stable and predictable cash flow to investors, which is often well-received in the market. The dividend yield, calculated by annualizing the dividend and dividing by the stock price, becomes a key metric for income-focused investors.

Furthermore, the authorization for share repurchases until the 2025 AGM could potentially reduce the number of outstanding shares, which may lead to an increase in earnings per share (EPS) if the net income remains constant or grows. This buyback program signals management's confidence in the company's valuation and future prospects, often leading to a positive market reaction.

Corporate Governance Expert

The reappointment of key executives and board members, such as Mr. Jean-Marc Chery and the approval of stock-based compensation, reflect the company's continuity in leadership and compensation philosophy. These decisions can impact investor trust and the long-term strategy of the company. Stock-based compensation aligns the interests of executives with shareholders, as it ties a portion of their earnings to the company's performance. However, excessive reliance on stock-based compensation can also dilute existing shareholders' equity if not managed carefully.

The amendment to the Articles of Association and the approval of a new 3-year Unvested Stock Award Plan for Management and Key Employees are also critical. They can affect the control structure and incentive mechanisms within the company, potentially influencing its strategic direction and operational effectiveness.

Securities Regulation Expert

The shift in the settlement standard by the SEC to t+1 in the US, while Europe remains at t+2, may have implications for liquidity and cross-border trading. This adjustment could lead to increased efficiency and reduced credit risk in the US market. Investors and traders might need to adapt their strategies accordingly, especially those dealing with arbitrage opportunities or who are active in both markets.

It is essential for investors to be aware of the ex-dividend, record and payment dates for dividends, as these dates determine eligibility for dividend payments. The restricted transfer between New York and Dutch registered shares around these dates is a standard anti-dilution measure to ensure that dividends are paid only to eligible shareholders.

STMicroelectronics Reports on Resolutions to be Proposed
at the 2024 Annual General Meeting of Shareholders

Amsterdam, March 22, 2024 - STMicroelectronics (NYSE: STM), a global semiconductor leader serving customers across the spectrum of electronics applications, announced the resolutions to be submitted for adoption at the Annual General Meeting of Shareholders (AGM) which will be held in Amsterdam, the Netherlands, on May 22, 2024.

The resolutions, proposed by the Supervisory Board, are:

• The adoption of the Remuneration Policy for the Supervisory Board;
  
  
• The adoption of the Company's statutory annual accounts for the year ended December 31, 2023, prepared in accordance with International Financial Reporting Standards (IFRS). The 2023 statutory annual accounts were filed with the Netherlands authority for the Financial Markets (AFM) on March 21, 2024 and are posted on the Company’s website (www.st.com) and the AFM’s website (www.afm.nl);
  
  
• The distribution of a cash dividend of US$ 0.36 per outstanding share of the Company’s common stock, to be distributed in quarterly installments of US$ 0.09 in each of the second, third and fourth quarters of 2024 and first quarter of 2025 to shareholders of record in the month of each quarterly payment as per the table below;
  
  
• The amendment to the Company’s Articles of Association;
  
  
• The adoption of the Remuneration Policy for the Managing Board;
  
  
• The reappointment of Mr. Jean-Marc Chery as member and Chairman of the Managing Board for a three-year term to expire at the end of the 2027 AGM;
  
  
• The approval of the stock-based portion of the compensation of the President and CEO;
  
  
• The appointment of Mr. Lorenzo Grandi as member of the Managing Board for a three-year term to expire at the end of the 2027 AGM;
  
  
• The approval of the stock-based portion of the compensation of the Chief Financial Officer;
  
  
• The approval of a new 3-year Unvested Stock Award Plan for Management and Key Employees;
  
  
• The reappointment of EY as external auditor for the 2024 and 2025 financial years;
  
  
• The reappointment of Mr. Nicolas Dufourcq, as member of the Supervisory Board, for a three-year term to expire at the end of the 2027 AGM;
  
  
• The reappointment of Ms. Janet Davidson, as member of the Supervisory Board, for a one-year term to expire at the end of the 2025 AGM;
  
  
• The appointment of Mr. Pascal Daloz, as member of the Supervisory Board, for a three-year term expiring at the 2027 AGM, in replacement of Mr. Yann Delabrière whose mandate will expire at the end of the 2024 AGM;
  
  
• The authorization to the Managing Board, until the conclusion of the 2025 AGM, to repurchase shares, subject to the approval of the Supervisory Board;
  
  
• The delegation to the Supervisory Board of the authority to issue new common shares, to grant rights to subscribe for such shares, and to limit and/or exclude existing shareholders’ pre-emptive rights on common shares, until the end of the 2025 AGM;
  
  
• The discharge of the member of the Managing Board; and
  
  
• The discharge of the members of the Supervisory Board.
  
  

The record date for all shareholders to participate at the Annual General Meeting of Shareholders will be April 24, 2024. The complete agenda and all relevant detailed information concerning the 2024 AGM, as well as all related AGM materials, are available on the Company’s website (www.st.com) and made available to shareholders in compliance with legal requirements as of March 21, 2024.

As for rule amendments from the Securities and Exchange Commission (SEC) and conforming FINRA rule changes, beginning on May 28, 2024, on US market the new standard for settlement will become the next business day after a trade or t+1. European settlement rule will remain at t+2.

The table below summarizes the full schedule for the quarterly dividends:

							Transfer between New York and Dutch registered shares restricted:
	In Europe			in NYSE
Quarter	Ex-dividend Date	Record Date	Payment Date	Ex-dividend and Record Date	Payment Date: on or after		From End of Business in NY on:	Until Open of Business in NY on:
Q2 2024	24-Jun-24	25-Jun-24	26-Jun-24	25-Jun-24	2-Jul-24		21-Jun-24	26-Jun-24
Q3 2024	23-Sep-24	24-Sep-24	25-Sep-24	24-Sep-24	1-Oct-24		20-Sep-24	25-Sep-24
Q4 2024	16-Dec-24	17-Dec-24	18-Dec-24	17-Dec-24	27-Dec-24		13-Dec-24	18-Dec-24
Q1 2025	24-Mar-25	25-Mar-25	26-Mar-25	25-Mar-25	1-Apr-25		21-Mar-25	26-Mar-25

About STMicroelectronics
At ST, we are over 50,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and energy management, and the wide-scale deployment of cloud-connected autonomous things. We are committed to achieving our goal to become carbon neutral on scope 1 and 2 and partially scope 3 by 2027. Further information can be found at www.st.com.

For further information, please contact:
INVESTOR RELATIONS:
Céline Berthier
Group VP, Investor Relations
Tel: +41.22.929.58.12
celine.berthier@st.com

MEDIA RELATIONS:
Alexis Breton
Corporate External Communications
Tel: + 33 6 59 16 79 08
alexis.breton@st.com

 

Attachment

• C3243C - ST Press Release -Proposed resolutions - 2024 AGM - FINAL FOR PUBLICATION 1

FAQ

What is the cash dividend per share announced by STMicroelectronics for 2024 and 2025?

STMicroelectronics has declared a cash dividend of US$ 0.36 per outstanding share of common stock, to be paid in quarterly installments of US$ 0.09 in each of the second, third, and fourth quarters of 2024, and the first quarter of 2025.

Who is being reappointed as the Chairman of the Managing Board for STMicroelectronics?

Mr. Jean-Marc Chery is set to be reappointed as a member and Chairman of the Managing Board for a three-year term until the end of the 2027 Annual General Meeting.

What new plan for Management and Key Employees has been approved by STMicroelectronics?

STMicroelectronics has approved a new 3-year Unvested Stock Award Plan for Management and Key Employees.

Who is the external auditor reappointed by STMicroelectronics for the 2024 and 2025 financial years?

EY has been reappointed as the external auditor for STMicroelectronics for the financial years 2024 and 2025.

When is the record date set for shareholders to participate in the 2024 Annual General Meeting of STMicroelectronics?

The record date for all shareholders to join the 2024 Annual General Meeting of STMicroelectronics is April 24, 2024.