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 January, 2015
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 offices)
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
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1.
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Notice for CEMEX, S.A.B. de C.V.’s (NYSE:CX) Ordinary General Shareholders Meeting to be held on March 26, 2015, in the city of Monterrey, Nuevo León, Mexico.
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2.
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Notice for CEMEX, S.A.B. de C.V.’s (NYSE:CX) Extraordinary General Shareholders Meeting to be held on March 26, 2015, in the city of Monterrey, Nuevo León, Mexico.
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3.
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Supplemental information to the agenda for the (i) Ordinary and (ii) Extraordinary Shareholders Meetings.
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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.
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CEMEX, S.A.B. de C.V.
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(Registrant)
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Date:
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January 30, 2015
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By:
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/s/ Rafael Garza
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Name: Rafael Garza
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Title: Chief Comptroller
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EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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1.
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Notice for CEMEX, S.A.B. de C.V.’s (NYSE:CX) Ordinary General Shareholders Meeting to be held on March 26, 2015, in the city of Monterrey, Nuevo León, Mexico.
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2.
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Notice for CEMEX, S.A.B. de C.V.’s (NYSE:CX) Extraordinary General Shareholders Meeting to be held on March 26, 2015, in the city of Monterrey, Nuevo León, Mexico.
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3.
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Supplemental information to the agenda for the (i) Ordinary and (ii) Extraordinary Shareholders Meetings.
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Exhibit 1
CEMEX, S.A.B. DE C.V.
NOTICE OF
ORDINARY GENERAL SHAREHOLDERS MEETING
The Board of Directors of CEMEX, S.A.B. de C.V. has resolved to call the Company’s Ordinary General Shareholders Meeting to be held at the Luis Elizondo Auditorium, located at 540 Luis Elizondo, Col. Altavista, in the city of Monterrey, Mexico, at 12:00 P.M. on March 26, 2015, in accordance with the following:
AGENDA
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I.
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PRESENTATION OF THE CHIEF EXECUTIVE OFFICER’S REPORT, INCLUDING THE COMPANY’S FINANCIAL STATEMENTS, REPORT OF CHANGES IN FINANCIAL SITUATION AND VARIATIONS OF CAPITAL STOCK, AND OF THE BOARD OF DIRECTORS’ REPORT FOR THE 2014 FISCAL YEAR, PURSUANT TO THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES); DISCUSSION AND APPROVAL OF SUCH REPORTS, AFTER HEARING THE BOARD OF DIRECTORS’ OPINION TO THE CHIEF EXECUTIVE OFFICER’S REPORT, THE AUDIT COMMITTEE’S AND CORPORATE PRACTICES COMMITTEE’S REPORTS, THE REPORT OF ACCOUNTING PRINCIPLES ADOPTED, AND THE REPORT ON THE REVIEW OF THE COMPANY’S TAX SITUATION.
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II.
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PROPOSAL FOR THE APPLICATION OF 2014 PROFITS.
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III.
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PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE COMPANY IN ITS VARIABLE PORTION THROUGH: (A) CAPITALIZATION OF RETAINED EARNINGS; AND (B) ISSUANCE OF TREASURY SHARES IN ORDER TO PRESERVE THE RIGHTS OF NOTE HOLDERS PURSUANT TO THE COMPANY’S PREVIOUS ISSUANCE OF CONVERTIBLE NOTES.
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IV.
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APPOINTMENT OF DIRECTORS, MEMBERS AND PRESIDENT OF THE AUDIT, CORPORATE PRACTICES AND FINANCE COMMITTEES.
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V.
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COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE AUDIT, CORPORATE PRACTICES AND FINANCE COMMITTEE.
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VI.
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APPOINTMENT OF DELEGATE OR DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.
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In order to be admitted into the Meeting, shareholders must prove their status by submitting to the offices of the Company Secretary, located at Avenida Ricardo Margáin Zozaya, No. 325, Col. Valle del Campestre, San Pedro Garza García, Nuevo León, with a minimum of 48 (forty-eight) hours before the Meeting, the shares under their name or the corresponding deposit certificates issued by a credit institution in Mexico or by a market intermediary operating in accordance with the Mexican Securities Market Law. Additionally, in accordance with Article 14 of the Company’s By-Laws, the person to whom the documents evidencing the deposit were issued, must also be registered as a shareholder in the Registry maintained by the Company, and if applicable, in the Significant Participation Registry, and must also comply with the measures designed to prevent the acquisition of shares that would directly or indirectly confer control over the Company, pursuant to Articles 7 and 10 of the Company’s By-Laws. If the provisions of subsections II.- (A) and II.- (B) of the abovementioned Article 7 are not complied with,
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the Holder(s) will not be able to exercise the inherent rights of their shares, and will be excluded from the shareholders’ meeting quorum determination. The Company will not register such Holders in the Shareholders Registry referred to in the Mexican General Law of Commercial Companies (Ley General de Sociedades Mercantiles), and the registry made through the Institute for the Deposit of Securities (Institución para el Depósito de Valores), if applicable, will not take effect.
The certificates of deposit will be exchanged for admission cards, which shall mention the name of the shareholder and the number of shares he/she holds or represents. The shares held in deposit or the respective certificates will be returned upon the Meeting’s conclusion in exchange for the entrance certificates issued by the Company Secretary. The abovementioned admission cards are required for access to the shareholders meeting.
Stock market intermediaries and other interested parties may collect the proxy forms to be used to attend the Meeting on behalf of shareholders, at the Office of the Company Secretary, located at Ave. Ricardo Margáin Zozaya, No. 325, Col. Valle del Campestre, San Pedro Garza García, Nuevo León.
All Mexican shareholders who have not exchanged their shares for Ordinary Participation Certificates (Certificados de Participación Ordinarios) (CEMEX.CPO), or who do not maintain their shares in an investment account with a financial or stock intermediary, and who are recorded in the Shareholders Registry maintained by the Company, will need to submit their Federal Registry of Taxpayers Certificate to attend the Meeting.
Monterrey, Nuevo León, as of January 29, 2015.
/s/ Ramiro Villarreal Morales
Lic. Ramiro Villarreal Morales.
Secretary of the Board of Directors
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Exhibit 2
CEMEX, S.A.B. DE C.V.
NOTICE OF
EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
The Board of Directors of CEMEX, S.A.B. de C.V. has resolved to call the Company’s Extraordinary General Shareholders Meeting to be held at the Luis Elizondo Auditorium, located at 540 Luis Elizondo, Col. Altavista, in the city of Monterrey, Mexico, at 1:00 P.M. on March 26, 2015, in accordance with the following:
AGENDA
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I.
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PROPOSAL TO AMEND THE COMPANY’S BYLAWS IN ORDER TO EXTEND THE CORPORATE EXISTENCE OF THE COMPANY FOR AN INDEFINITE PERIOD OF TIME, ADOPT THE ELECTRONIC SYSTEM ESTABLISHED BY THE MINISTRY OF ECONOMY (SECRETARÍA DE ECONOMÍA) FOR THE PUBLICATION OF NOTICES AND OTHER LEGAL MATTERS, REMOVE A REDUNDANCY IN MINORITY RIGHTS, ADOPT ADDITIONAL CONSIDERATIONS THAT THE BOARD OF DIRECTORS SHALL CONSIDER IN ORDER TO AUTHORIZE PURCHASES OF SHARES AND ADOPT PROVISIONS TO IMPROVE CORPORATE GOVERNANCE WITH RESPECT TO THE PRESIDENCY AT SHAREHOLDERS MEETINGS AND CORPORATE BODIES; AND IF THE FOREGOING PROPOSAL IS APPROVED, AUTHORIZATION TO PREPARE THE COMPANY’S RESTATED BY-LAWS AND TO EXCHANGE AND CANCEL THE SHARE CERTIFICATES THAT REPRESENT THE COMPANY’S CURRENTLY OUTSTANDING CAPITAL.
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II.
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APPOINTMENT OF DELEGATE OR DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.
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In order to be admitted into the Meeting, shareholders must prove their status by submitting to the offices of the Company Secretary, located at Avenida Ricardo Margáin Zozaya, No. 325, Col. Valle del Campestre, San Pedro Garza García, Nuevo León, with a minimum of 48 (forty-eight) hours before the Meeting, the shares under their name or the corresponding deposit certificates issued by a credit institution in Mexico or by a market intermediary operating in accordance with the Mexican Securities Market Law. Additionally, in accordance with Article 14 of the Company’s By-Laws, the person to whom the documents evidencing the deposit were issued, must also be registered as a shareholder in the Registry maintained by the Company, and if applicable, in the Significant Participation Registry, and must also comply with the measures designed to prevent the acquisition of shares that would directly or indirectly confer control over the Company, pursuant to Articles 7 and 10 of the Company’s By-Laws. If the provisions of subsections II.- (A) and II.- (B) of the abovementioned Article 7 are not complied with, the Holder(s) will not be able to exercise the inherent rights of their shares, and will be excluded from the shareholders’ meeting quorum determination. The Company will not register such Holders in the Shareholders Registry referred to in the Mexican General Law of Commercial Companies (Ley General de Sociedades Mercantiles), and the registry made through the Institute for the Deposit of Securities (Institución para el Depósito de Valores), if applicable, will not take effect.
The certificates of deposit will be exchanged for admission cards, which shall mention the name of the shareholder and the number of shares he/she holds or represents. The shares held in deposit or the respective certificates will be returned upon the Meeting’s conclusion in exchange for the entrance
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certificates issued by the Company Secretary. The abovementioned admission cards are required for access to the shareholders meeting.
Stock market intermediaries and other interested parties may collect the proxy forms to be used to attend the Meeting on behalf of shareholders, at the Office of the Company Secretary, located at Ave. Ricardo Margáin Zozaya, No. 325, Col. Valle del Campestre, San Pedro Garza García, Nuevo León.
All Mexican shareholders who have not exchanged their shares for Ordinary Participation Certificates (Certificados de Participación Ordinarios) (CEMEX.CPO), or who do not maintain their shares in an investment account with a financial or stock intermediary, and who are recorded in the Shareholders Registry maintained by the Company, will need to submit their Federal Registry of Taxpayers Certificate to attend the Meeting.
Monterrey, Nuevo León, as of January 29, 2015.
/s/ Ramiro Villarreal Morales
Lic. Ramiro Villarreal Morales.
Secretary of the Board of Directors
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Exhibit 3
SUPPLEMENTAL INFORMATION TO THE AGENDA FOR THE (I) ORDINARY AND (II) EXTRAORDINARY SHAREHOLDERS MEETINGS
Why are there two shareholders meetings?
Under Mexican law, certain matters can only be approved at an Ordinary Shareholders Meeting and other matters, such as the ones described in more detail further below, at an Extraordinary Shareholders Meeting. On March 26, 2015, CEMEX, S.A.B. de C.V. (“CEMEX”) will first have its Annual Ordinary Shareholders Meeting and will then have an Extraordinary Shareholders Meeting.
What is being proposed under item I of the agenda for the Ordinary Shareholders Meeting?
The discussion and approval of the reports for the year ended on December 31, 2014, which include CEMEX’s financial statements, report of changes in financial situation and variations of capital stock, that the CEO must submit to shareholders after they are informed of the reports of our Board of Director committees, the report of the activities of the Board of Directors, the Board of Director’s opinion on the report presented by the CEO, as well as the accounting policies and tax compliance reports, as required in accordance with applicable Mexican Securities Market Laws, Tax Laws and our by-laws. This proposal is standard at these meetings.
What is being proposed under item II of the agenda for the Ordinary Shareholders Meeting?
The approval of the application of profits for the year ended December 31, 2014. This proposal is also standard at these meetings.
What is being proposed under item III of the agenda for the Ordinary Shareholders Meeting?
The approval of (i) an increase in the variable portion of our capital stock through a recapitalization of retained earnings and (ii) the issuance of additional shares to be held in treasury, as required under our currently outstanding convertible notes. First, as no dividend is being declared for the 2014 fiscal year, our shareholders will be asked to approve a recapitalization of retained earnings, whereby shareholders will receive new shares of our capital stock resulting from the increase in our capital stock. As background, at the Annual Shareholders Meetings held in 2009, 2010, 2011, 2012, 2013 and 2014, shareholders approved a similar recapitalization of retained earnings. Please visit our website at http://www.cemex.com/InvestorCenter/CapitalizationProgram.aspx for information on the 2014 capitalization program. Second, as a result of the capitalization, and as required by the anti-dilution provisions of our currently outstanding convertible notes, additional shares will be issued to be held in treasury pending delivery upon conversion of our currently outstanding convertible notes. This item of the agenda does not contemplate any new issuance of convertible notes. At our Annual Shareholders Meetings held in 2011, 2012, 2013 and 2014, shareholders approved a similar proposal for the issuance of additional shares to be held in treasury related to our then outstanding convertible notes.
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What is being proposed under items IV, V, and VI of the agenda for the Ordinary Shareholders Meeting?
The approval of (i) the individuals proposed to be appointed as members of our Board of Directors, (ii) the individuals proposed to be appointed the Presidents and members of our Audit Committee, Corporate Practices Committee and Finance Committee, (iii) the proposal for the compensation of members of our Board of Directors and Audit Committee, Corporate Practices Committee and Finance Committee, and (iv) the proposal to appoint the delegate or delegates to formalize the approved resolutions. These proposals are standard at these meetings.
What is being proposed under item I of the agenda for the Extraordinary Shareholders Meeting?
The approval of a proposal to amend our by-laws in order to: (i) extend CEMEX’s corporate existence for an indefinite period; (ii) adopt an electronic system established and managed by the Mexican Ministry of Economy (Secretaría de Economía) for the issuance of notices for shareholders meetings and other legal matters; (iii) remove a redundancy in certain minority rights; (iv) adopt additional provisions that our board of directors shall consider in order to authorize purchases of shares; and (v) adopt provisions to improve CEMEX’S corporate governance with respect to the presidency at shareholders meetings and corresponding corporate bodies. If the foregoing proposal is approved, the granting of authorization to prepare the corresponding amendment and restatement of our by-laws in order to reflect the approved changes and to exchange and cancel the share certificates that represent CEMEX’s currently outstanding capital stock.
What is being proposed under item II of the agenda for the Extraordinary Shareholders Meeting?
The approval of the delegate or delegates to formalize the approved resolutions. This proposal is standard at these meetings.
Where can I get more information about CEMEX’s Ordinary and Extraordinary Shareholders Meetings?
For more information you should visit our website at www.cemex.com.
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