{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-106546","form_type":"8-K","ticker":"CNH","cik":"0001567094","company_name":"CNH Industrial N.V.","filed_at":"2023-04-19T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.435321+00:00","generated_at":"2026-06-16T23:36:08.920513+00:00","sec_items":["5.07","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"CNH Industrial divests Russian business for ~$60M; expects $20M additional charges","bullets":["Received ~$60M for Russian operations; 2021 revenue ~$380M (2% of consolidated revenue).","Recorded $71M charges in Q1 2022; expects additional ~$20M pre-tax charges from divestiture.","AGM approved €0.36 dividend (~€483M total distribution), payable May 3, 2023.","All director nominees appointed; Deloitte reappointed as auditor for FY2024."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-106546","json":"https://secwatch.observer/filing/0001193125-23-106546.json","markdown":"https://secwatch.observer/filing/0001193125-23-106546.md","text":"https://secwatch.observer/filing/0001193125-23-106546.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/d485077d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T23:36:08.920513+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0257f5ad7cd0e2fba8683f5f856ec26c907e0ba8","claim":"CNH Industrial N.V. shareholders approved Adoption of the 2022 Annual Financial Statements at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 2.b.: Adoption of the 2022 Annual Financial Statements The resolution requested that shareholders approve the 2022 Annual Financial Statements and was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,435,938,819 99.91 1,226,090 0.9 2,754,573 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"1d56b70f7c28e8cba94f32a80c332e875ab458bd","claim":"CNH Industrial N.V. shareholders approved Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 3.b.: Proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans This resolution requested that shareholders approve the issuance of rights to subscribe for up to 3,100,000 common shares to executive directors under equity incentive plans and was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,306,568,721 90.90 130,731,101 9.10 2,632,160 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"251a5a920caeb60e897b20e7e3dbb288f3c4e64b","claim":"CNH Industrial N.V. shareholders approved Authorization to repurchase own shares at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 5.d.: Authorization to repurchase own shares This resolution requested that shareholders authorize the Board of Directors for a period of 18 months, beginning on April 14, 2023, to acquire common shares in its own share capital on Euronext Milan or the 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 terms set forth in the AGM materials. This resolution was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,430,693,021 99.63 5,370,688 0.37 3,855,773 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"3ec8cd9d006e8a7a2b1a02700ab9ed96aeb899ec","claim":"CNH Industrial N.V. shareholders approved Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 6: Proposal to re-appoint Deloitte Accountants B.V. as the independent auditor of the Company for the 2024 financial year The proposal to re-appoint Deloitte Accountants B.V. as the Company’s independent auditor for the 2024 financial year was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,436,718,965 99.94 866,527 0.06 2,333,990 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"582e856e30c8d6f3ebf35bbac81d9358c3bd40be","claim":"CNH Industrial N.V. shareholders approved Authorization to limit or exclude pre-emptive rights at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 5.b.: Authorization to limit or exclude pre-emptive rights This resolution requested that shareholders authorize the Board of Directors for a period of 18 months, beginning April 14, 2023, to restrict or exclude shareholders’ pre-emptive rights in relation to the issue of shares or the granting of rights to subscribe for shares pursuant to the authorization under resolution 5.a. This resolution was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,426,811,052 99.27 10,508,909 0.73 2,599,521 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"5a73e0d7cdbeafa4a64741d4d054c2c6652ad24f","claim":"CNH Industrial N.V. shareholders approved Proposal to discharge the executive directors and the non-executive directors for the performance of their duties in 2022 at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 2.d.: Proposal to discharge the executive directors and the non-executive directors for the performance of their duties in 2022 This resolution requested that the executive and the non-executive directors be discharged for the performance of their duties in 2022. This release of liability is limited to facts known on the basis of the 2022 annual report, the 2022 Annual Financial Statements and disclosures and statements made during the AGM. This resolution was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,433,025,471 99.79 3,019,161 0.21 3,874,850 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"6c37c4a22d5d372779c486f7f92cf2ea2e4de03d","claim":"CNH Industrial N.V. shareholders approved Proposal of a dividend for 2022 of €0.36 per common share at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 2.c.: Proposal of a dividend for 2022 of €0.36 per common share This resolution requested that shareholders approve a dividend payment of €0.36 per common share and was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,436,492,574 99.92 1,103,818 0.8 2,323,090 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"7a968aa9d3cdd27c7fdf54f1333f6261e2f9a265","claim":"CNH Industrial N.V. shareholders approved Proposal to appoint executive and non-executive directors at the 2023-04-14 meeting.","evidence_excerpt":"Resolutions 4.a. – 4.i .: Proposal to appoint executive and non-executive directors All nominees for appointment to the Board of Directors were appointed, each to a one-year term, with the following vote: For % Against % Abstain Broker Non-Vote Suzanne Heywood 1,240,012,787 86.28 197,244,028 13.72 2,662,667 N/A Scott W. Wine 1,437,234,717 99.96 504,877 0.04 2,192,388 N/A Howard W. Buffett 1,396,005,736 97.10 41,713,484 2.90 2,200,262 N/A Karen Linehan 1,401,914,245 97.51 35,793,656 2.49 2,211,581 N/A Alessandro Nasi 1,152,118,910 80.17 284,943,994 19.83 2,856,578 N/A Vagn Sørensen 1,431,227,570 99.55 6,469,981 0.45 2,221,931 N/A Åsa Tamsons 1,435,531,926 99.85 2,168,217 0.15 2,219,339 N/A Elizabeth Bastoni 1,367,660,113 95.13 70,048,358 4.87 2,211,011 N/A Richard J. Kramer 1,415,928,525 98.49 21,778,868 1.51 2,212,089 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"96f2c0501d1626a54d532c228a7accbf2f073213","claim":"CNH Industrial N.V. shareholders approved Authorization to issue shares and/or grant rights to subscribe for shares at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 5.a.: Authorization to issue shares and/or grant rights to subscribe for shares This resolution requested that shareholders authorize the Board of Directors, for a period of 18 months beginning on April 14, 2023, to issue shares or grant rights to subscribe for shares. The authorization is limited to 10% of the Company’s issued share capital per the date of the Annual General Meeting of 2023. 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. This resolution was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,430,628,174 99.58 6,065,813 0.42 3,225,495 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"ea45d2a1aa5855a762fa0436b8b55158627f0b02","claim":"CNH Industrial N.V. shareholders approved Advisory vote regarding the application of the remuneration policy in 2022 at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 3.a.: Advisory vote regarding the application of the remuneration policy in 2022 This resolution requested that shareholders approve the application of the remuneration policy in 2022, on an advisory basis, and was approved with the following vote: For % Against % Abstain Broker Non-Vote 1,289,956,044 89.79 146,662,219 10.21 3,301,219 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"},{"claim_id":"fb58f497086d2b381e3c3af3ce1fbf199d8d7448","claim":"CNH Industrial N.V. shareholders approved Authorization to issue special voting shares at the 2023-04-14 meeting.","evidence_excerpt":"Resolution 5.c.: Authorization to issue special voting shares This resolution requested that shareholders authorize the Board of Directors to issue special voting shares for a period of 5 years, beginning on the date the current authorization expires, or September 27, 2023. The authorization will be limited to 10% of the Company’s issued share capital per the date of the Annual General Meeting of 2023. This resolution was approved with the following vote: For % Against % Abstain Broker Non-Vote 968,633,290 67.39 468,644,055 32.61 2,642,137 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567094/000119312523106546/0001193125-23-106546-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-14"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}