8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2020

Veoneer, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38471	82-3720890
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Klarabergsviadukten 70, Section C, 6^th Floor SE-111 64

Box 13089, SE-10302

Stockholm, Sweden

(Address and Zip Code of principal executive offices)

+46 8 527 762 00

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value	VNE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2020, the Compensation Committee of the Board of Directors (the “Board”) of Veoneer, Inc. (the “Company” or “Veoneer”) approved special retention arrangements with certain employees, including Nishant Batra, the Company’s Executive Vice President and Chief Technology Officer.

Effective March 31, 2020, the Company and Mr. Batra entered into an amendment to his employment agreement dated November 13, 2018. Pursuant to such amendment, (i) Mr. Batra’s primary work location was changed to Detroit, Michigan; (ii) each of the Company and Mr. Batra must provide a one month notice to the other of termination of employment; and (iii) Mr. Batra will receive a cash retention payment equal to $1,000,000 on April 1, 2021, subject to his continued employment with the Company on such date, provided that he will receive such cash payment if, prior to April 1, 2021, he dies or the Company terminates his employment without “cause” or he resigns for “good reason,” as such terms are defined in the employment agreement. The foregoing description of the amendment to Mr. Batra’s employment agreement is only a summary and is qualified in its entirety by reference to the full text of the amendment, which the Company intends to file as an exhibit to the Company’s quarterly report on Form 10-Q for the period ending March 31, 2020.

Mr. Batra also received a grant of 221,239 restricted stock units (“Retention RSUs”), 73,746 of which will vest on January 1, 2022, and 147,493 of which will vest on July 1, 2022, in each case subject to Mr. Batra’s continued employment with the Company on such vesting dates. The Retention RSUs were granted pursuant to, and subject to, the terms and conditions of the Company’s 2018 Stock Incentive Plan and, except as otherwise described herein, the Company’s standard form of restricted stock unit award agreement, except that (i) the Retention RSUs will vest if the Company terminates Mr. Batra’s employment without “cause” or if Mr. Batra resigns for “good reason” and (ii) the Retention RSUs will not vest in connection with the executive’s qualified retirement.

Item 8.01  Other Events.

        On April 2, 2020, the Company issued a press release announcing the entry into a non-binding agreement with Volvo Cars to split Zenuity, their jointly owned joint venture.

        A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS

99.1	Press Release of Veoneer, Inc. dated April 2, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Veoneer, Inc. dated April 2, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VEONEER, INC.
By:	/s/ Lars A. Sjöbring
Name:	Lars A. Sjöbring
Title:	Executive Vice President, Legal Affairs, General Counsel and Secretary

Date: April 2, 2020

EX-99.1

Exhibit 99.1

Veoneer and Volvo Cars to split joint venture to pursue separate ADAS and autonomous driving strategies

Stockholm, Sweden, April 2, 2020: The automotive technology company Veoneer, Inc. (NYSE: VNE and SSE: VNE SDB), have following a strategic review, entered into a non-binding agreement with Volvo Cars to split their 50/50 joint venture Zenuity.

The parties have agreed in principle that Veoneer will integrate and operate the current Zenuity business focused on the development and commercialization of advanced driver assistance system (ADAS) software for collaborative driving. Volvo Cars will setup a new stand-alone company to take over Zenuity’s current development and commercialization of unsupervised autonomous drive software (AD).

According to Veoneer’s estimates, in the next decade more than 90% of its available market will be for advanced driver assistance systems (ADAS). Veoneer’s strategy is to build a scalable ADAS system that addresses the needs of all parts of the light vehicle market. This system, including Zenuity developed software and functionality for hands-free driving, was successfully demonstrated at CES in Las Vegas earlier this year.

“The split will allow Veoneer to more effectively drive our business strategy. After successfully developing a strong software platform in Zenuity together with Volvo Cars, we are now taking the next steps in the development of collaborative driving and advanced driver assistance systems addressing the total light vehicle market. Veoneer will continue the development of automated driving in time for the broad commercialization of AD technologies”, says Jan Carlson, Chairman, President & CEO, Veoneer.

The plan is for Zenuity to become a passive IP-holding company retaining the current ownership structure. Both companies will have full access to Zenuity-owned technologies for all levels of advanced driver assistance systems and automated driving for the benefit of all potential customers. Veoneer will be able to freely use the intellectual property rights licensed to Zenuity by Volvo Cars at the time of formation of the joint venture.

Veoneer expects to bring more than 200 of the current Zenuity employees into its systems and software team. The Zenuity development centers in Novi, Michigan, and Munich, Germany will become part of Veoneer’s research and development organization. The development centers in Gothenburg, Sweden and Shanghai, China will become part will become part of a new stand-alone company wholly owned by Volvo Cars. Veoneer expects to achieve annual savings of around $30 - $40 million through the agreement. As part of the intended transaction Veoneer expects to receive a payment of around $15 MUSD, subject to final agreement.

The process to split the Zenuity joint venture starts now and is expected to be finalized latest during the third quarter 2020. Veoneer will take the necessary steps to ensure all customer commitments and deliveries are made as contracted with its customers.

This report is information that Veoneer, Inc. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the EVP Communications and IR set out above, at 08:30 CET on Thursday April 2, 2020.

Webcast telephone conference

Veoneer will arrange a 30 minute webcast telephone conference on April 2 at 10.00 CET. A link to the web cast will be available on Veoneer’s web site www.veoneer.com. Attend by phone:

UK +44 (0) 203 0095709

US 16467871226

SE 0850692169

Confirmation code: 5888909

For more information please contact:

Thomas Jönsson, EVP Communications & IR, tel +46 (0)8 527 762 27 

Ray Pekar, Investor Relations, tel +1 (248) 794-4537

Veoneer designs and manufactures products and solutions for active safety, autonomous driving, occupant protection and brake control. Our purpose is to create trust in mobility. Founded in 2018, Veoneer builds on a heritage of close to 70 years of

Exhibit 99.1

automotive safety development. Headquartered in Stockholm, Sweden, Veoneer has 9,200 employees in 13 countries. In 2018, sales amounted to $2.2 billion. Veoneer is listed on the New York Stock Exchange and on Nasdaq Stockholm. 

Safe Harbor Statement: Safe Harbor Statement: This release contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Veonee or its management believes or anticipates may occur in the future, including the transaction contemplated by the non-binding agreement with Volvo Cars. All forward-looking statements are based upon our current expectations, various assumptions and/or data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including general economic conditions, fluctuations in the global automotive market, our ability to complete the transaction contemplated by the non-binding agreement with Volvo Cars, which is subject to the negotiation and documentation of definitive agreements, and the impacts of the coronavirus (COVID-19) on the Company’s financial condition and business operations. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

XML

Cover	Mar. 27, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 27, 2020
Entity Registrant Name	Veoneer, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38471
Entity Tax Identification Number	82-3720890
Entity Address, Address Line One	Klarabergsviadukten 70, Section C
Entity Address, Address Line Two	6th Floor SE-111 64
Entity Address, Address Line Three	Box 13089
Entity Address, Postal Zip Code	SE-10302
Entity Address, City or Town	Stockholm
Entity Address, Country	SE
City Area Code	+46
Local Phone Number	527 762 00
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $1.00 par value
Trading Symbol	VNE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001733186