CNH Industrial N.V. (CNH)
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AGM 2024

May 3, 2024

Dirk-Jan Smit
Civil Law Notary, Freshfields Amsterdam

Ladies and gentlemen, on behalf of the Board, I, Dirk-Jan Smit of Freshfields Amsterdam, Civil Law Notary, as chair of this meeting would like to welcome you to the CNH Industrial N.V. Annual General Meeting of Shareholders. Ms. Suzanne Heywood, Chair, and Mr. Scott W. Wine, Chief Executive Officer of the company, are attending this meeting through a simultaneous remote connection. Several other members of the company's board of directors are also remotely attending this meeting. Mr. Marcel van Leeuwen from Deloitte Accountants B.V., the company's external auditor for 2023, is attending the meeting and available to answer questions relating to the audit report in connection with the discussion of agenda item 3A. Mr. David Hart, Deputy Civil Law Notary of Freshfields Amsterdam, is appointed as secretary of this meeting and for preparing notarial meetings, minutes of this meeting.

Other company's officers, including Mr. Oddone Incisa, Chief Financial Officer, and Mr. Roberto Russo, Chief Legal and Compliance Officer, are also assisting this meeting via remote connection. The meeting will be held in English. The convening notice of the meeting was published on the company's website on March 19, 2024, and this meeting was convened in accordance with the legal and statutory requirements. The use of audio and video recording devices by shareholders is not allowed. Shareholders were also able to exercise their voting rights prior to the meeting via proxy or web procedure. Only votes submitted before 11:00 P.M. CST on Friday, April 26, 2024, have been considered when calculating the voting results. The voting results will be displayed at the end of each voting item and will be published on the company's website after the meeting in compliance with applicable laws and regulations.

The company has also given the opportunity to follow this Annual General Meeting of shareholders remotely through webcast. I therefore, on behalf of the company, thank all those who are connected via webcast. Shareholders were given the opportunities to submit written questions regarding the agenda items. Instructions for submitting questions were included in the convening notice of 2024 Annual General Meeting and proxy statement and published on the company's website. At this point in the meeting, we will move into a short corporate review presentation covering material events and financial results for the fiscal year 2023. Before we review the business and financial results for 2023, please note the CNH consolidated financial results being discussed with you today were prepared in accordance with IFRS accounting standards and used the U.S. dollar as the reporting currency.

Also, as required by Dutch law, we have prepared statutory financial statements of our parent company, CNH Industrial N.V. Let us now look at our 2023 business results and an update on our strategy, and I will now turn the meeting over to Ms. Suzanne Heywood.

Suzanne Heywood
Chair, CNH Industrial

Thank you, Mr. Smit. CNH has accomplished a great deal since its foundation in 1999 and today continues to build on the nearly two centuries of our brand's deep industry expertise. Yet we must continue to evolve and innovate to win in a competitive market and unlock further value for our customers and shareholders. This last year, we have advanced our work on precision farming, autonomous driving, and other key technologies our customers want. We made our structure and operations more efficient and effective and delivered on our sustainability goals, all while increasing the productivity of our products. Over the last few years, we have taken several steps to simplify our business. This included spinning off our on-highway businesses in early 2022, which allowed Iveco Group to pursue its own path while enabling CNH to focus on its agriculture and construction segments.

We have continued this simplification journey by moving to a single listing on the New York Stock Exchange in January. As well as simplifying our company's profile, this should also enhance our stock's trading liquidity. CNH again delivered record results in 2023. We also enriched our portfolio of award-winning products and developed new, easy-to-use technologies that make our customers more productive. We would like to thank all our colleagues for their judicious management of the business during this period of ongoing turbulence and slowing agricultural markets. Our strong earnings performance is due to their excellent execution. We are dedicated to meeting our environmental and social responsibilities while also driving productivity for our customers and for our business. We are doing this through innovations in our products and in the way in which we operate.

One example of combining increased productivity with enhanced sustainability is our continued development of alternative propulsion system solutions for our customers. In our manufacturing, our continued implementation of renewable energy sources, including solar panels to power our facilities, reduced both our reliance on non-renewable energy and our carbon footprint. We are focused on re-reducing, reusing, and recycling waste, and this has led to some notable achievements. For example, all our sites in Brazil achieved zero waste to landfill in 2023, limiting their environmental impact while delivering cost savings. Across both our agriculture and construction businesses, we have seen a softening in end demand. We are, however, well-placed to manage this cycle with a simplified and strong business, significant liquidity, strong execution, and, above all, a set of products that deliver real value to our customers.

I will now turn the meeting over to Scott Wine, who will review the business performance.

Scott W. Wine
CEO, CNH Industrial

Thank you, Suzanne. As mentioned, 2023 was another record year for CNH. For our consolidated IFRS results, revenue was $24.5 billion, up 4% over 2022. Net income was $2.3 billion, up 24% year-over-year, with diluted EPS at $1.71. Industrial free cash flow was $1.1 billion, and it includes R&D and CapEx investments that position us for continued success. Those investments helped our brands launch more than 70 new products in 2023. A particular highlight was the introduction of the New Holland CR11, which will go on sale in 2024. It is the largest, most productive combine harvester ever made and our most high-tech to date, incorporating both artificial intelligence and computer vision. Its development incorporated a century's worth of industry-leading expertise from our Zedelgem, Belgium, site and was based on extensive feedback from our customers, for whom it will deliver higher yields and much greater productivity.

CNH is investing organically and making strategic acquisitions to ensure that our great tech matches our great iron. By bringing industry experts and core technologies in-house, we are accelerating our technical development. By keeping those teams close to our customers and our regional R&D centers, we can customize solutions for local needs. Among this talent, in 2023, we welcomed over 160 people from our acquisitions of Hemisphere and Augmenta. Hemisphere produces industry-leading GNSS receivers, giving us ownership of a comprehensive range of positioning and heading technologies, and enables us to control the design and manufacture of our global satellite navigation systems. Bringing Augmenta into our Raven brand means that our tractors and sprayers can utilize machine vision analyzers, giving farmers increased yield and greater sustainability while reducing application time, effort, and input costs. We are also continuing to invest in and collaborate with third parties that develop innovative technologies.

One example of this is Bennamann, who has expertise in capturing methane from slurry on farms and converting it into energy sources. By combining their technology with our award-winning and first-to-market methane-powered tractors, we have created a working carbon-negative energy solution that is being used at test farms currently in the United Kingdom. CNH has a history of producing innovative products for our customers, including the world's first mass-produced tractor, the first self-tying pickup baler, and the first self-propelled combine harvester in Europe. Alongside delivering world-class products, we are focused on helping our customers get the most out of them. To support this focus on customers, in 2023, we trained thousands of employees around the world who are now focused on improving the customer experience.

Adopting this service-centric mindset means that we are increasingly involving customers directly in product development, leveraging their expertise in the field to improve productivity, usability, and comfort. Within the business, we have pursued greater simplification alongside reducing our cost of goods sold and SG&A expenses. This includes restructuring our organization, putting in place zero-based budgeting for all non-labor costs, and rationalizing back-office costs. We do not take such actions lightly, but we are committed to making CNH a strong company for the long term. Our gratitude goes to the global CNH team. Their dedication, hard work, and unwavering loyalty to delivering the best for our customers and dealer partners are the keys to our long-term success. We would also like to thank our shareholders for your support. With the changes we have outlined here, we are building a better, stronger future, and we look forward to sharing that with you.

I will now pass the meeting back to Mr. Smit to handle the formal business of the meeting.

Dirk-Jan Smit
Civil Law Notary, Freshfields Amsterdam

Thank you very much. I now come to the formal business of the meeting, where we discuss and vote on the resolutions set out on the agenda for the meeting. On the record date, that is, the 28th day prior to the date of this annual general meeting, the company had a total number of 1,760,874,472 issued shares and 1,628,478,909 voting rights. No votes can be cast for any treasury shares held by the company. According to the attendance list, 87.32% of all outstanding shares in the issued capital of the company as of the record date are present or represented for this meeting. The total number of voting rights at this meeting amounts to 1,421,918,407, including a total of 1,421,918,407 votes that have been cast electronically prior to the meeting and which will be included in the voting results.

I remind you that votes obtained are not calculated as part of the votes cast. Let me now turn to item one of the meeting agenda. Pursuant to the Articles of Association of the company, the term of office of the Executive Directors and the Non-Executive Directors expires on the day of the first annual general meeting of shareholders held in the following calendar year. The Non-Executive Directors, on behalf of the CNH Industrial Board of Directors, believe that the Board of Directors should be composed of a diverse set of individuals who bring an appropriate mix of skills and professional backgrounds to advise a company that operates internationally across several business areas. In addition, the presence of independent Non-Executive Directors is essential to protect the interests of all shareholders and other stakeholders.

As explained in the Annual General Meeting materials, which are available on the company's website, both Executive Directors and all Non-Executive Directors stand for re-election at this Annual General Meeting of shareholders for a new term of office, pursuant to the Articles of Association of the company, of one year ending at the first Annual General Meeting of shareholders that will be held in 2025. However, as previously announced by the company, Mr. Scott Wine, Executive Director and Chief Executive Officer, has announced his resignation as Executive Director and Chief Executive Officer of the company, as well as from all other positions that he holds with the CNH Group, effective as of July 1st, 2024. The Board has confirmed that the Executive Directors and the Non-Executive Directors are eligible and that they have each stated their willingness to accept the reappointment.

The detailed biographical information concerning each candidate for reappointment is available on the company's website. The Directors' remuneration will comply with the company's remuneration policy. The discussion on agenda item one has been concluded, so we now turn to voting on the relevant sub-items. Sub-item 1A on the agenda, the reappointment of Ms. Suzanne Heywood as Executive Director, and I request the operator to activate the voting system. I now declare the voting on this item closed. The proposal has been approved, and Ms. Suzanne Heywood has been reappointed as Executive Director. Agenda sub-item 1B relates to the appointment of Scott Wine as Executive Director. As previously mentioned, Mr. Wine, following reappointment, will serve as a director until his resignation from the Board, effective July 1st, 2024. I request the operator to activate the voting system. I now declare the voting on this item closed.

The proposal has been approved, and Scott W. Wine has been appointed as Executive Director until July 1st, 2024, the effective date of his resignation as Executive Director and Chief Executive Officer. Agenda sub-item 1C relates to the reappointment of Elizabeth Bastoni as Non-Executive Director, and I request the operator to activate the voting system. I now declare the voting on this item closed. The proposal has been approved, and Elizabeth Bastoni has been reappointed as Non-Executive Director. Agenda sub-item 1D relates to the reappointment of Howard W. Buffett as Non-Executive Director, and I request the operator to activate the voting system. Voting on this item is closed. The proposal has been approved, and Howard W. Buffett has been reappointed as Non-Executive Director. Agenda sub-item 1E relates to the reappointment of Richard J. Kramer as Non-Executive Director, and I request the operator to activate the voting system.

I now declare that the voting on this item is closed. The proposal has been approved, and Richard J. Kramer has been reappointed as Non-Executive Director. Agenda sub-item 1F relates to the reappointment of Karen Linehan as Non-Executive Director, and I request the operator to activate the voting system. Voting is now closed. The proposal has been approved, and Karen Linehan has been reappointed as Non-Executive Director. Agenda sub-item 1G relates to the reappointment of Alessandro Nasi as Non-Executive Director, and I request the operator to activate the voting system. Voting is now closed. The proposal has been approved, and Alessandro Nasi has been reappointed as Non-Executive Director. Agenda sub-item 1H relates to the reappointment of Vagn Sørensen as Non-Executive Director. I request the operator to activate the voting system. Voting is closed. The proposal has been approved, and Vagn Sørensen has been reappointed as Non-Executive Director.

Agenda sub-item 1I relates to the reappointment of Åsa Tamsons as Non-Executive Director, and I request the operator to activate the voting system. Voting is closed. The proposal has been approved, and Åsa Tamsons has been reappointed as Non-Executive Director. I will now move on to the following items on the agenda. Sub-item 2A concerns the approval of the remuneration policy. The remuneration policy has been revised to provide that Non-Executive Directors are allowed to receive grants of equity awards as part of their compensation. The company believes that granting shares aligns board members' interests with those of shareholders to support making decisions that create long-term value for the company. For further background, I make reference to the annual meeting materials, which are available on the company's website. The text of the proposed amendment to the company's remuneration policy is also available on the company's website.

Under sub-item 2B, shareholders are invited to vote on the proposal to approve the plan to grant rights to subscribe for common shares to Non-Executive Directors under equity incentive plans. The discussion on agenda item 2 has been concluded, so we now turn to voting on the relevant sub-items. Sub-item 2A on the agenda concerns the approval of the remuneration policy, and I request the operator to activate the voting system. Voting on this item is now closed. I established at the general meeting approved the amendment of the remuneration policy. Sub-item 2B on the agenda, the approval of the plan to grant rights to subscribe for common shares to Non-Executive Directors under equity incentive plans, and I request the operator to activate the voting system. Voting on this item is now closed. I established that the proposal has been approved.

Let me now move to the next item on the meeting agenda. The 2023 annual report is available on the company's website and at the company's principal office since March 19, 2024, the day when this meeting was convened. Sub-item 3A concerns the adoption of the 2023 annual financial statements, and this is a voting item. The company's 2023 annual financial statements have been approved by the Board and audited by Deloitte Accountants B.V. with an unqualified audit opinion. Mr. van Leeuwen, who I introduced earlier as representative of Deloitte Accountants B.V., is available to take questions relating to Deloitte Accountants B.V.'s report on the financial statements. The Board proposes that the annual financial statements for 2023 should be adopted. Sub-item 3B concerns the reserves and dividend policy. This is a discussion item only.

CNH Industrial's dividend policy generally permits annual dividends of between 25%-35% of its consolidated net income in any one year after allocation of the relevant amount to the special voting shares dividend reserve. The dividend proposed for this year is in line with this policy. Sub-item 3 C concerns the dividend proposal. This is a voting item. The Board recommends a dividend of $0.47 per outstanding common share. This results in a 2023 total dividend amount of approximately $585 million. Under sub-item 3 D, shareholders are invited to vote on the proposal to discharge the executive directors and the non-executive directors of the Board during the financial year 2023 for the performance of his or her duties in 2023.

This release of liability is limited to facts known on the basis of the annual report and its financial statements, statements made during this meeting, and facts otherwise disclosed by the company. The discussion on agenda item three has been concluded, so we now turn to voting on the relevant sub-items. First, let me put sub-item 3A on the agenda to vote, and that is the adoption of the 2023 annual financial statements, and I request the operator to activate the voting system. Voting on this item is now closed. And the proposal of sub-item 3 A has been approved, and the 2023 annual financial statements have been adopted by the meeting. I now turn to sub-item 3 C on the agenda, proposal of a dividend for 2023, and I request the operator to activate the voting system. Voting is now closed.

I established that the proposal has been approved. Lastly, I will put item 3 D on the agenda to vote, and that is the proposal to discharge the executive directors and the non-executive directors of the Board during the financial year 2023 for the performance of their duties in that very same year. I request the operator to activate the voting system. Voting on this item is now closed. I established that the proposal has been approved. Let me now move to the next item on the meeting agenda. The annual general meeting of shareholders on April 14th, 2023, approved the appointment of Deloitte Accountants B.V. as the company's independent auditor for the 2024 financial year.

The Board continues to support and recommends the appointment of Deloitte, and therefore is requiring your approval of such appointment for the role of the independent auditor of the company for the 2025 financial year. The discussion on agenda item four has been concluded, so we now turn to voting on the item, and I request the operator to activate the voting system. Voting on this item is now closed. I established that the proposal has been approved. Moving on to the next item on the agenda. Under Dutch law, the company may issue new shares or acquire its own shares if the Board has been vested with the authority to do so by the general meeting of shareholders. Under agenda sub-item 5 A, shareholders are invited to vote on the authorization to issue new shares and/or grant rights to subscribe for shares.

At the Annual General Meeting of shareholders on April 14th, 2023, the general meeting of shareholders authorized the Board of directors to issue and/or grant rights to subscribe for shares. After consideration of market practices, the general meeting of shareholders is now requested to extend the authorization. It is therefore proposed that the general meeting of shareholders authorizes the Board of directors for a period of 18 months, beginning May 3rd, 2024, to issue shares or grant rights to subscribe for shares. The authorization will be limited to 10% of the company's issued share capital per the date of the annual general meeting of 2024. 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. When adopted, this authorization replaces the existing authorization.

Under agenda sub-item 5B, shareholders are invited to vote on the authorization to limit or exclude preemptive rights. At the annual general meeting of shareholders on April 14th, 2023, the general meeting of shareholders authorized the Board of directors to limit or exclude preemptive rights in relation to the issue and/or grant of rights to subscribe for shares. The general meeting of shareholders is now requested to extend this authorization. After consideration of market practices, it is proposed that the general meeting of shareholders authorizes the Board of directors for a period of 18 months, beginning May the 3rd, 2024, to restrict or exclude shareholders' preemptive rights in relation to the issue of shares or the granting of rights to subscribe for shares pursuant to the authorization under agenda item 5A. When adopted, this authorization replaces the existing authorization.

Sub-item 5 C concerns the authorization to repurchase own shares. At the Annual General Meeting of shareholders held on April the 14th, 2023, the general meeting of shareholders authorized the Board of directors to acquire common shares in its own share capital. The general meeting of shareholders is now requested to extend the current authorization of the Board of directors. It is therefore proposed to the general meeting of shareholders to authorize the Board of directors for a period of 18 months, beginning on May the 3rd, 2024, to acquire common shares in its own share capital on 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 the conditions set forth in the notice of the 2024 Annual General Meeting and proxy statements.

The discussion on agenda item 5 has been concluded, so we may now turn to voting on the relevant sub-items. Sub-item 5 A on the agenda, the authorization to issue new shares and/or grant rights to subscribe for shares. I request the operator to activate the voting system. I now declare the voting on this item closed. I establish that the proposal has been approved. Sub-item 5 B on the agenda, the authorization to limit or exclude preemptive rights. I request the operator to activate the voting system. I now declare the voting on this item closed. I establish that the proposal has been approved. Sub-item 5 C on the agenda, the authorization to repurchase own shares. I request the operator to activate the voting system. Voting on this item is closed. I established that the proposal has been approved.

I would like to thank you all for casting your votes. Ladies and gentlemen, as there are no further items to discuss or resolve upon, that concludes the formal business of the meeting. I declare the meeting closed, and on behalf of the Board, I would like to thank you very much for attending this meeting.

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