UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☐ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to §240.14a-12 |
DELPHI AUTOMOTIVE PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
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2) | Aggregate number of securities to which transaction applies:
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3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4) | Proposed maximum aggregate value of transaction:
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5) | Total fee paid:
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☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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2) | Form, Schedule or Registration Statement No.:
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4) | Date Filed:
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2017 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
To our Shareholders:
I am pleased to invite you to an extraordinary general meeting of Shareholders of Delphi Automotive PLC (the Company) to be held on Tuesday, November 7, 2017, at 9:00 a.m. local time, at our Troy Offices & Customer Center located in Troy, Michigan, where we will ask our shareholders to approve a name change for our Company.
The vehicle has evolved and so have we. We have expanded upon our heritage of industry firsts with advanced software capabilities and deep systems integration expertise, enabling us to develop intelligent solutions to meet mobilitys toughest challenges. We believe that changing our name to Aptiv PLC will better recognize our position as a global technology leader, enabling advancements in vehicle connectivity, active safety, infotainment, user experience, vehicle electrification, autonomous driving, and data services. The new name Aptiv PLC will provide more flexibility to position us for future growth and create additional brand value.
The following Notice of Extraordinary General Meeting of Shareholders and Proxy Statement describes the business to be conducted at the Extraordinary General Meeting in more detail.
Your vote is very important to Delphi. Prior to the meeting, I encourage you to sign and return your proxy card or use telephone or Internet voting so that your shares will be represented and voted at the meeting.
Thank you for your continued support.
Sincerely,
Kevin P. Clark
President and Chief Executive Officer
2017 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
Notice of Extraordinary General Meeting of Shareholders
Date & Time: Tuesday, November 7, 2017 9:00 a.m. local time |
Location: Troy Offices & Customer Center 5725 Delphi Drive Troy, Michigan 48098-2815 USA |
Record Date: The close of business October 5, 2017 |
| Purpose of Meeting |
To vote to pass a special resolution to change the Companys name to Aptiv PLC upon completion of our pending spin-off of our Powertrain Systems segment, which will take the Delphi name, and in connection with the spin-off, the following special resolution will be proposed at the Extraordinary General Meeting (the Special Resolution):
THAT the name of the Company be changed to Aptiv PLC effective upon completion of the spin-off of our Powertrain Systems segment and at such time, all references in the memorandum and articles of association of the Company to the existing name of the Company be changed to Aptiv PLC.
| Record Date |
You are entitled to vote only if you were a shareholder of Delphi Automotive PLC at the close of business on October 5, 2017. Holders of ordinary shares of Delphi are entitled to one vote for each share held of record on the record date.
| Attendance at the Extraordinary General Meeting |
We hope you will be able to attend the Extraordinary General Meeting in person. If you expect to attend, please check the appropriate box on the proxy card when you return your proxy or follow the instructions on your proxy card to vote and confirm your attendance by telephone or Internet.
| Where to Find More Information about the Special Resolution and Proxies |
Further information regarding the business to be conducted and the Special Resolution is set out in the proxy statement (the Proxy Statement) relating to this Notice.
You are entitled to appoint one or more proxies to attend the Extraordinary General Meeting and vote on your behalf. Your proxy does not need to be a shareholder of the Company. Instructions on how to appoint a proxy are set out in the Proxy Statement and on the proxy card.
BY ORDER OF THE BOARD OF DIRECTORS
David M. Sherbin
Senior Vice President, General Counsel,
Secretary and Chief Compliance Officer
DELPHI AUTOMOTIVE PLC 1
PLEASE NOTE THAT YOU WILL NEED PROOF THAT YOU OWN DELPHI SHARES AS OF THE RECORD DATE TO BE ADMITTED TO THE EXTRAORDINARY GENERAL MEETING
Record shareholder: If your shares are registered directly in your name, please bring proof of such ownership.
Shares held in street name by a broker or a bank: If your shares are held for your account in the name of a broker, bank or other nominee, please bring a current brokerage statement, letter from your stockbroker or other proof of ownership to the meeting together with a proxy issued in your name if you intend to vote in person at the Extraordinary General Meeting.
This Notice of Extraordinary General Meeting and the Proxy Statement are being distributed or made available on or about [ ], 2017.
2 DELPHI AUTOMOTIVE PLC
2017 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
DELPHI AUTOMOTIVE PLC 3
2017 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
SPECIAL RESOLUTION TO CHANGE THE COMPANYS NAME
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2017 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth in the table below is information about the number of ordinary shares held by persons (including any group as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) we know to be the beneficial owners of more than five percent (5%) of Delphi ordinary shares (based on 269,800,348 ordinary shares outstanding at December 31, 2016), based on information furnished by the identified persons to the SEC.
The definition of beneficial ownership for proxy statement purposes includes shares over which a person has sole or shared voting power or dispositive power, whether or not a person has any economic interest in the shares. The definition also includes shares that a person has a right to acquire currently or within 60 days of October 5, 2017.
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned |
Percent of Class | ||||||
The Vanguard Group, Inc.(1) 100 Vanguard Blvd. Malvern, PA 19355 |
20,789,643 | 7.67 | % | |||||
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 |
17,012,079 | 6.3 | % | |||||
Massachusetts Financial Services Company(3) 111 Huntington Avenue Boston, MA 02199 |
16,667,410 | 6.2 | % |
(1) | Represents ordinary shares beneficially owned by The Vanguard Group, Inc. This information is based on a Schedule 13G/A filed with the SEC on February 9, 2017. |
(2) | Represents ordinary shares beneficially owned by BlackRock, Inc. and/or certain other non-reporting entities. This information is based on a Schedule 13G/A filed with the SEC on January 23, 2017. |
(3) | Represents ordinary shares beneficially owned by Massachusetts Financial Services Company. This information is based on a Schedule 13G/A filed with the SEC on February 13, 2017. |
DELPHI AUTOMOTIVE PLC 5
2017 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of October 5, 2017 concerning beneficial ownership of Delphi ordinary shares by each person who has been a director or executive officer since the beginning of our last fiscal year.
Name of Beneficial Owner | Number of Shares Beneficially Owned |
Percent of Class | ||||||
Kevin P. Clark(1) | [ | ] | * | |||||
Joseph R. Massaro | [ | ] | * | |||||
Majdi B. Abulaban(1) | [ | ] | * | |||||
Liam Butterworth(1) | [ | ] | * | |||||
Jeffrey S. Owens(1) (3) | [ | ] | * | |||||
Joseph S. Cantie(2) | [ | ] | * | |||||
Gary L. Cowger(2) | [ | ] | * | |||||
Nicholas M. Donofrio(2) | [ | ] | * | |||||
Mark P. Frissora(2) | [ | ] | * | |||||
Rajiv L. Gupta(2) | [ | ] | * | |||||
Sean O. Mahoney(2) | [ | ] | * | |||||
Timothy M. Manganello(2) | [ | ] | * | |||||
Ana G ..Pinczuk(2) | [ | ] | * | |||||
Thomas W. Sidlik(2) | [ | ] | * | |||||
Bernd Wiedemann(2) | [ | ] | * | |||||
Lawrence A. Zimmerman(2) | [ | ] | * | |||||
Officers and directors as a group (22) persons) | [ | ] | * |
* | Less than 1%. |
(1) | Each of our executive officers employed by Delphi at the time of grant, including named executive officers, received RSUs in 2015, 2016 and 2017 that represent a right to receive one ordinary share pursuant to the Long-Term Incentive Plan. These unvested RSUs are not included in the table above because such shares are not issuable within 60 days. |
(2) | Each of the non-employee directors received RSUs in 2017 that represent a right to receive one ordinary share pursuant to the Long-Term Incentive Plan. These unvested RSUs are not included in the table above because such shares are not issuable within 60 days. |
(3) | Mr. Owens retired from the Company effective March 1, 2017. Information with respect to his beneficial ownership is as of February 28, 2017. |
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2017 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
DELPHI AUTOMOTIVE PLC 7
2017 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
Other Information (continued)
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Electronic Voting Instructions Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Daylight Time, on November 3, 2017.
Vote by Internet
Go to www.envisionreports.com/dlphspec Or scan the QR code with your smartphone Follow the steps outlined on the secure website
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message | |||||||||||||
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | ☒ |
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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A | Proposals The Board recommends a vote FOR the following Proposal: |
B | Non-Voting Items |
Change of Address Please print your new address below. | Comments Please print your comments below. |
Meeting Attendance |
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Mark the box to the right if you plan to attend the Extraordinary General Meeting. |
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C | Authorized Signatures This section must be completed for your vote to be counted Date and Sign Below |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. |
Signature 2 Please keep signature within the box. | ||||||||||
/ / |
⬛ | 1 U P X | + | ||
020K5C
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy Delphi Automotive PLC
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Proxy Solicited by Board of Directors for the Extraordinary General Meeting of Shareholders November 7, 2017
David M. Sherbin, with the power of substitution, is hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Extraordinary General Meeting of Shareholders of Delphi Automotive PLC to be held on November 7, 2017 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the Proposal.
(Items to be voted appear on reverse side.)