Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…
NXPINXP Semiconductors N.V.
Pay and votes (proxy statement)
Before its yearly shareholder meeting, a company sends out a proxy statement, filed with the SEC as a DEF 14A. It says what shareholders will vote on, who sits on the board, and how the top managers are paid, set against how the shares did. Here are the key parts of NXP Semiconductors N.V.'s latest one. Open the full statement.
The yearly meeting
The meeting date wasn't found in the text. The statement itself gives it on its first pages.
Proxy statement filed Apr 27, 2026.
The boss's pay next to a typical employee's
The chief executive was paid about 268× what the employee in the exact middle of the company's pay scale earned (the CEO pay ratio).
Each square is one typical employee's yearly pay; together they add up to the chief executive's. The red square is one employee for scale. Ratios vary a lot between industries: a company with many part-time or overseas workers has a lower middle wage.
“Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was approximately 268:1.”
What shareholders vote on
- 1Adoption of the 2025 Statutory Annual AccountsA matter the board asks shareholders to vote on.
- 2Discharge of the members of the Company’s Board of Directors (the “Board”) for their responsibilities in the financial year ended December 3A matter the board asks shareholders to vote on.
- 3Appointment of ten current directors named in this proxy statementA matter the board asks shareholders to vote on.
- 4Authorization of the Board to issue ordinary shares of the Company (“ordinary shares”) and grant rights to acquire ordinary sharesA matter the board asks shareholders to vote on.
- 5Authorization of the Board to restrict or exclude pre-emptive rights accruing in connection with an issue of shares or grant of rightsA matter the board asks shareholders to vote on.
- 6Authorization of the Board to repurchase ordinary sharesA matter the board asks shareholders to vote on.
- 7Authorization of the Board to cancel ordinary shares held or to be acquired by the CompanyA matter the board asks shareholders to vote on.
- 8Re-appointment of EY Accountants B.V. as the Company's independent auditors for the fiscal year ending December 31, 2Shareholders confirm the outside firm that checks the accounts.
- 9Amended Remuneration of the Non-Executive DirectorsA matter the board asks shareholders to vote on.
- 10Non-binding, advisory vote to approve Named Executive Officer compensation"Say on pay": shareholders give their view on how the top managers are paid. The vote is advisory, so the board doesn't have to follow it.
- 11Non-binding, advisory vote on the frequency of future shareholder advisory votes on Named Executive Officer compensationHow often shareholders get a say on executive pay: every one, two or three years.
Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.
Pay next to how the shares did
Since 2022, companies must show their bosses' pay next to how shareholders did. Two pay figures are given: the pay the board set for the year (from the summary pay table), and “compensation actually paid”, which re-values share awards at today's share price, so it rises and falls with the stock and can even be negative. Tap a year.
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Pay set for the year Actually paid (re-valued)
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NXP Semiconductors N.V. A group of similar companies it picked
Year to Dec 31, 2025 · chief executive: Rafael Sotomayor
Pay set for the chief executive: $18.1M
Actually paid, re-valued: $3.6M
Other top managers, on average: $4.3M
$100 in its shares became: $149 (similar companies: $268)
Profit (net income): $2.0B
The measure it ties pay to (Three-Year Relative Total Shareholder Return*): $12.3B
Read straight from the tagged “pay versus performance” table in the proxy statement. The $100 figures assume $100 was invested at the start of the first year shown, with dividends reinvested.