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NXP Semiconductors N.V.

For the period ended Apr 27, 2026. Filed Apr 27, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 27, 2026 · Filed Apr 27, 2026

NXPI$248.29+1.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantý

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))

ý Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

NXP Semiconductors N.V.

(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):

ý No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF AND AGENDA FOR 2026

ANNUAL GENERAL MEETING OF SHARE HOLDERS

April 27, 2026

Dear Shareholders:

I invite you to attend the 2026 Annual General Meeting of Shareholders (the “Annual General Meeting” or “AGM”) of NXP Semiconductors N.V. (“we,” “us,” “our” or the “Company”), which will be held on Wednesday, June 10, 2026 at 8:30 a.m. Central European Time at the Company's headquarters, High Tech Campus 60, Eindhoven, The Netherlands.

At the Annual General Meeting, we will discuss, and the Company’s shareholders will vote on, the following items of business:

Item 1Adoption of the 2025 Statutory Annual Accounts
Item 2Discharge of the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 31, 2025
Item 3Appointment of ten current directors named in this proxy statement
Item 4Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary shares
Item 5Authorization of the Board to restrict or exclude pre-emptive rights accruing in connection with an issue of shares or grant of rights
Item 6Authorization of the Board to repurchase ordinary shares
Item 7Authorization of the Board to cancel ordinary shares held or to be acquired by the Company
Item 8Re-appointment of EY Accountants B.V. as the Company's independent auditors for the fiscal year ending December 31, 2026
Item 9Amended Remuneration of the Non-Executive Directors
Item 10Non-binding, advisory vote to approve Named Executive Officer compensation
Item 11Non-binding, advisory vote on the frequency of future shareholder advisory votes on Named Executive Officer compensation

In addition to the above voting items we will have a discussion of the dividend and reservation policy and the implementation of the Company’s long-term strategy, including with respect to sustainable long-term value creation and the Company's corporate governance structure and compliance with the updated Dutch Corporate Governance Code published on March 20, 2025. We will also consider any other business that properly comes before the Annual General Meeting. None of the proposals require the approval of any other proposal to become effective. We intend that this notice of the Annual General Meeting and the accompanying proxy materials will first be made available on our website on or about April 27, 2026. In accordance with Dutch corporate law and our Articles of Association, the record date for determining those shareholders entitled to notice of, and to vote at, the Annual General Meeting has been set at May 13, 2026. We will begin mailing the proxy materials or Notice of Internet Availability of Proxy Materials, as applicable, to our shareholders as soon as reasonably practicable after the record date and expect the mailing to be complete on or about May 20, 2026. If you receive a Notice of Internet Availability but would prefer to receive printed proxy materials, please follow the instructions included in the notice.

At the Annual General Meeting we will also present the consolidated financial statements and independent auditors’ report for the fiscal year ended December 31, 2025. If any other matters properly come before the Annual General Meeting the persons named in the proxy card will vote in their discretion the shares represented by all properly executed proxies.

YOUR VOTE IS VERY IMPORTANT. Please read this proxy statement and the accompanying proxy materials. Whether or not you plan to attend the Annual General Meeting, please submit your proxy card or voting instructions as soon as possible.

By order of the Board of Directors of NXP Semiconductors N.V.,

Jennifer B. Wuamett

Secretary

Eindhoven, The Netherlands

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 10, 2026

This proxy statement, the notice, our 2025 Annual Report on Form 10-K and the 2025 Statutory Annual Report are available on proxyvote.com and on our website at http://investors.nxp.com by clicking “Corporate Governance”, then “Annual Meeting”.

We Strongly Encourage You to Sign Up For Electronic Delivery of Proxy MaterialsShareholders may request proxy materials be delivered to them electronically by enrolling at www.proxyvote.com. Not only will this result in faster delivery of the documents but also allows our shareholders to join us in our efforts to support a sustainable future and mitigate our impact on the environment.

TABLE OF CONTENTS

GENERAL INFORMATION1
VOTING PROCEDURES2
Shareholders of Record2
Revocability of Proxy2
General Matters2
CORPORATE GOVERNANCE3
SUSTAINABILITY4
Environment5
Human Capital Management6
Social Responsibility10
Health and Safety10
ITEM 1: ADOPTION OF THE 2024 STATUTORY ANNUAL ACCOUNTS11
ITEM 2: DISCHARGE OF THE BOARD OF DIRECTORS FOR THEIR RESPONSIBILITIES IN THE 2024 FINANCIAL YEAR11
ITEM 3: APPOINTMENT OF DIRECTORS11
Nominees for Director13
Nominee Skills and Experience18
Director Independence19
HOW OUR BOARD GOVERNS AND IS GOVERNED19
Rules Governing the Board19
Board Leadership and Role in Risk Oversight20
Meetings of NXP’s Board21
NXP’s Board Committees21
Audit Committee22
Human Resources and Compensation Committee23
Nominating, Governance and Sustainability Committee23
Setting and Overseeing Strategy23
Risk Oversight24
Board Education26
HOW OUR DIRECTORS ARE SELECTED AND EVALUATED26
Consideration of Director Nominees26
Skills and Experience26
Board Refreshment27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS27
ITEM 4: AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO ACQUIRE ORDINARY SHARES28
ITEM 5: AUTHORIZATION OF THE BOARD TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS ACCRUING IN CONNECTION WITH AN ISSUE OF SHARES OR GRANT OF RIGHTS28
ITEM 6: AUTHORIZATION OF THE BOARD TO REPURCHASE ORDINARY SHARES OF THE COMPANY29
ITEM 7: AUTHORIZATION OF THE BOARD TO CANCEL THE COMPANY’S ORDINARY SHARES HELD OR TO BE ACQUIRED29
ITEM 8: RE-APPOINTMENT OF EY ACCOUNTANTS B.V. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 202630
ITEM 9: AMENDED REMUNERATION OF THE NON-EXECUTIVE DIRECTORS31
ITEM 10: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION33
EXECUTIVE OFFICERS34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT35
EXECUTIVE COMPENSATION37
Compensation Discussion & Analysis37
Shareholder Engagement and Results of 2025 Advisory Vote on Executive Compensation40
Compensation Philosophy40
Key Practices in Determining Executive Compensation41
Key Components of Our Executive Compensation Program42
Peer Group Analysis and Benchmarking43
2025 Compensation Decisions44
Executive Share Ownership Guidelines51
Other Practices & Guidelines51
Employment Arrangements of Named Executive Officers52
Key Policies and Practices52
Compensation Practices and Risk53
Governance53
Human Resources and Compensation Committee Report54
Summary Compensation Table55
Grants of Plan-Based Awards Table56
Outstanding Equity Awards at Year-End Table57
Option Exercises and Stock Vested Table58
Pension Benefits59
Potential Payments upon Termination or Change of Control60
CEO Pay Ratio Disclosure63
Human Resources and Compensation Committee Interlocks and Insider Participation63
Equity Compensation Plan Information64
Pay Versus Performance Disclosure65
ITEM 11: NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION68
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS68
Related Party Transactions68
REPORT OF THE AUDIT COMMITTEE69
DELINQUENT SECTION 16(A) REPORTS69
THE 2026 ANNUAL GENERAL MEETING69
OTHER MATTERS70
APPENDIX A: Reconciliation of Non-GAAP Measures71
Forward-looking Statements75

GENERAL INFORMATION

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.