UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2014
Commission File Number: 001-14946
CEMEX, S.A.B. de C.V.
(Translation of Registrant’s name into English)
Avenida Ricardo Margáin Zozaya #325, Colonia Valle del Campestre
Garza García, Nuevo León, México 66265
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Contents
| 1. | Notice for CEMEX, S.A.B. de C.V.’s (“CEMEX”) (NYSE:CX) General Meeting of Holders of CEMEX’s Non-Redeemable Ordinary Participation Certificates to be held on September 11, 2014 in the city of San Pedro Garza García, Nuevo León, Mexico. |
| 2. | Supplemental information to the agenda for the General Meeting of Holders of CEMEX’s Non-Redeemable Ordinary Participation Certificates. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, CEMEX, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CEMEX, S.A.B. de C.V. | ||||||
| (Registrant) | ||||||
| Date: August 4, 2014 | By: | /s/ Rafael Garza | ||||
| Name: | Rafael Garza | |||||
| Title: | Chief Comptroller | |||||
EXHIBIT INDEX
| EXHIBIT |
DESCRIPTION | |
| 1. |
Notice for CEMEX, S.A.B. de C.V.’s (“CEMEX”) (NYSE:CX) General Meeting of Holders of CEMEX’s Non-Redeemable Ordinary Participation Certificates to be held on September 11, 2014 in the city of San Pedro Garza García, Nuevo León, Mexico. | |
| 2. |
Supplemental information to the agenda for the General Meeting of Holders of CEMEX’s Non-Redeemable Ordinary Participation Certificates. | |
Exhibit 1
BANCO MERCANTIL DEL NORTE, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE
GRUPO FINANCIERO BANORTE (DIVISIÓN FIDUCIARIA)
NOTICE
GENERAL MEETING OF HOLDERS OF
NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES
“CEMEX.CPO”
The Holders of Non-Redeemable Ordinary Participation Certificates issued by CEMEX, S.A.B. de C.V. are hereby summoned to a General Meeting of Holders which shall be held at First Notice at Centro Financiero Banamex, located at Calzada Del Valle number 350 Oriente, First Floor, Colonia Del Valle, in the city of San Pedro Garza García, Nuevo León, Mexico, on September 11 (eleven), 2014 (two thousand fourteen) at 10:00 (ten) hours, to resolve with respect to the following matters:
AGENDA FOR THE MEETING
| I. | PRESENTATION, DISCUSSION AND APPROVAL, IF ANY, OF A PROPOSAL TO MODIFY CLAUSE TWELFTH, AND APPOINT THE PRESIDENT OF THE TECHNICAL COMMITTEE, OF THE TRUST AGREEMENT NUMBER 111033-9 DATED SEPTEMBER 6, 1999 ENTERED INTO BY BANCO NACIONAL DE MÉXICO, SOCIEDAD ANÓNIMA, INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISIÓN FIDUCIARIA AS TRUSTEE AND CEMEX, S.A.B. DE C.V. AS TRUSTOR, BASIS FOR THE ISSUANCE OF NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES NAMED “CEMEX.CPO”. |
SUCH AMENDMENT IS NECESSARY AS A CONSEQUENCE OF MR. LORENZO H. ZAMBRANO’S PASSING, AS HE WAS THE PRESIDENT OF THE AFOREMENTIONED TRUST AGREEMENT’S TECHNICAL COMMITTEE.
| II. | PRESENTATION, DISCUSSION AND APPROVAL, IF ANY, OF A PROPOSAL TO MODIFY CLAUSE NINETEENTH OF THE AFOREMENTIONED TRUST AGREEMENT, FOR THE PURPOSE OF AMENDING IT TO COMPLY WITH ARTICLES 228-S AND 220 OF THE LAW ON SECURITIES AND CREDIT OPERATIONS (LEY GENERAL DE TÍTULOS Y OPERACIONES DE CRÉDITO), WITH RESPECT TO THE QUORUM AND VOTING REQUIREMENTS AT THE GENERAL MEETING OF HOLDERS OF CEMEX.CPO. |
| III. | THE APPOINTMENT OF SPECIAL DELEGATES. |
| IV. | READING AND APPROVAL OF THE MINUTES OF THE MEETING. |
The Holders of the Non-Redeemable Ordinary Participation Certificates “CEMEX.CPO” are hereby informed that the access cards for the Meeting shall be delivered upon presentation of the corresponding deposit certificate issued by S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., and, if applicable, with the special lists referred to in the Mexican Securities Market Law (Ley del Mercado de Valores). The corresponding access cards shall be requested and picked-up during business days at the offices of the Common Representative, Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, División Fiduciaria, located at Avenida Revolución number 3000 Sur, Colonia Primavera, 4° floor, in this city, no later than 13:00 hours, on September 4, 2014.
Monterrey, Nuevo León, as of August 4, 2014.
BANCO MERCANTIL DEL NORTE, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE
GRUPO FINANCIERO BANORTE (DIVISIÓN FIDUCIARIA)
COMMON REPRESENTATIVE FOR THE HOLDERS
| /s/ Alejandro Tarín Villamar | /s/ Sofía Kers Guerrero | |||
| Lic. Alejandro Tarín Villamar | Lic. Sofía Kers Guerrero | |||
| Trustees Delegates |
Exhibit 2
SUPPLEMENTAL INFORMATION TO THE AGENDA FOR THE GENERAL MEETING OF HOLDERS OF NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES “CEMEX.CPO” OF CEMEX, S.A.B. DE C.V. TO BE HELD ON SEPTEMBER 11, 2014
Why is this CPO Holders’ Meeting being called?
The CPO Holders’ vote is required to modify Clauses Twelve and Nineteen of Trust Agreement number 111033-9, dated September 6, 1999, pursuant to which the ordinary participation certificates, or CPO, “CEMEX.CPO” are issued (as amended, from time to time, the “Trust”), entered into by and between Banco Nacional de México, Sociedad Anónima, Integrante del Grupo Financiero Banamex, División Fiduciaria, as Trustee, and CEMEX, S.A.B. de C.V. (“CEMEX”) as Trustor, in order to: (A) appoint a new Chairman of the Trust’s Technical Committee (the “Trust Technical Committee Chairman”) as a consequence of Mr. Lorenzo H. Zambrano’s passing. Mr. Zambrano was the Chairman of CEMEX’s Board of Directors and the Chairman of the Trust’s Technical Committee; (B) include a procedure for the appointment of the Trust Technical Committee Chairman in the event of resignation, death, disability, absence or any other similar cause which results in his or her permanent absence; (C) eliminate references to Examiner (Comisario), a position that is not applicable to Publicly Traded Stock Corporation such as CEMEX; and (D) conform the Trust to the provisions of Articles 228-S and 220 of the Law on Securities and Credit Operations (Ley General de Títulos y Operaciones de Crédito), regarding quorum and voting requirements.
What is the rationale for the proposed amendments to the Trust?
On May 12, 2014, Mr. Lorenzo H. Zambrano, CEMEX’s Board of Directors Chairman and the Trust Technical Committee Chairman passed away. The Trust currently provides Mr. Lorenzo H. Zambrano authority to appoint, replace or remove the members of the Technical Committee; however there is no reference to the process to be followed in the event of permanent absence of the Trust Technical Committee Chairman. On May 15, 2014, CEMEX’s Board of Directors appointed Mr. Rogelio Zambrano Lozano as its Chairman. In regards with the aforementioned, it is necessary for CPO Holders to approve the amendments to Clause Twelve of the Trust in order to appoint the Trust Technical Committee Chairman and include a procedure for the appointment of the Trust Technical Committee Chairman in the event of resignation, death, disability, absence or any other similar cause which results in his or her permanent absence.
Likewise, it is necessary for CPO Holders to approve the amendments to Clause Nineteen of the Trust, which currently requires a 100% quorum in order to modify the clause concerning the integration and operation of the Trust’s Technical Committee, and which currently exceeds what is required by applicable law, therefore it is necessary to modify the Trust in order for it to conform to the provisions of Articles 228-S and 220 of the current Law on Securities and Credit Operations (Ley General de Títulos y Operaciones de Crédito), which provide that holders of at least 75% of the outstanding CPOs must be present at CPO Holders’ Meetings and resolutions must be approved by the affirmative vote by a majority of the votes validly cast by CPO Holders.
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What would the amendments to the Trust Agreement consist of?
On Item I of the Agenda, it will be proposed to amend Clause Twelve of the Trust in order to: (A) appoint Mr. Rogelio Zambrano Lozano, current Chairman of CEMEX’s Board of Directors, as the Trust Technical Committee Chairman; and (B) include a procedure for the appointment of the Trust Technical Committee Chairman in the event of resignation, death, disability, absence or any other similar cause which results in his or her permanent absence. As per the terms of Article 143 of the General Law of Business Companies (Ley General de Sociedades Mercantiles), said procedure would be as follows: in the event of resignation, death, disability, absence or any other similar cause which results in the permanent absence of the Trust Technical Committee Chairman, then the new Trust Technical Committee Chairman would be the member of CEMEX’s Board of Directors that is next in the order of appointment of CEMEX’s Board of Directors approved at the CEMEX Ordinary Shareholders’ Meeting immediately preceding the act or event.
On Item II of the Agenda, it will be proposed to amend Clause Nineteen of the Trust in order to conform it to the provisions of Articles 228-S and 220 of the current Law on Securities and Credit Operations (Ley General de Títulos y Operaciones de Crédito), regarding quorum and voting requirements at CPO Holders’ Meetings. Therefore, it will be discussed and, if agreed, approved by CPO Holders to amend Article 19 of the Trust so that in the future, holders of at least 75% of the outstanding CPOs must be present at CPO Holders’ Meetings and resolutions must be approved by the affirmative vote by a majority of the votes validly cast by CPO Holders, in order to modify the clause concerning the integration and operation of the Trust’s Technical Committee as provided in applicable law.
In regards to Item I of the Agenda, as the current terms of the Trust require a quorum of 100% and approval by unanimous vote of all CPO Holders in order to appoint a new Trust Technical Committee Chairman, it is very likely that the appointment of Mr. Rogelio Zambrano Lozano as the Trust’s Technical Committee Chairman will not be approved at this CPO Holders’ Meeting as it is probable that we will not have a quorum of 100% of CPO Holders in attendance. We do, however, expect that the amendments referenced in Item II of the Agenda will be approved, which would allow us to call another CPO Holders’ Meeting to propose the appointment of Mr. Rogelio Zambrano Lozano as the Trust’s Technical Committee Chairman. Approval of the appointment at that later CPO Holders’ Meeting would only require a quorum of at least 75% of CPO Holders in attendance and the affirmative vote by a majority of the votes validly cast by CPO Holders.
Where can I get more information about CEMEX’s capital stock?
For complete information about CEMEX’s CPOs, ADSs and common stock, you should visit our website at www.cemex.com and read CEMEX’s public filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.
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