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, 2016
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
San Pedro 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
| 1. | Notice for CEMEX, S.A.B. de C.V.’s (NYSE:CX) Ordinary General Shareholders Meeting to be held on March 31, 2016, in the city of Monterrey, Nuevo León, México. |
| 2. | Notice for CEMEX, S.A.B. de C.V.’s (NYSE:CX) Extraordinary General Shareholders Meeting to be held on March 31, 2016, in the city of Monterrey, Nuevo León, México. |
| 3. | Supplemental information to the agenda for the (i) Ordinary and (ii) Extraordinary General Shareholders Meetings. |
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: | January 29, 2016 |
By: | /s/ Rafael Garza | |||||||
| Name: | Rafael Garza | |||||||||
| Title: | Chief Comptroller | |||||||||
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION | |
| 1. | Notice for CEMEX, S.A.B. de C.V.’s (NYSE:CX) Ordinary General Shareholders Meeting to be held on March 31, 2016, in the city of Monterrey, Nuevo León, México. | |
| 2. | Notice for CEMEX, S.A.B. de C.V.’s (NYSE:CX) Extraordinary General Shareholders Meeting to be held on March 31, 2016, in the city of Monterrey, Nuevo León, México. | |
| 3. | Supplemental information to the agenda for the (i) Ordinary and (ii) Extraordinary General Shareholders Meetings. | |
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, Colonia Altavista, in the city of Monterrey, México, at 12:00 P.M. on March 31, 2016, in accordance with the following:
AGENDA
| I. | 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 2015 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. |
| II. | PROPOSAL FOR THE ALLOCATION OF PROFITS. |
| III. | 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 CONVERTIBLE NOTE HOLDERS PURSUANT TO THE COMPANY’S PREVIOUS ISSUANCE OF CONVERTIBLE NOTES. |
| IV. | APPOINTMENT OF DIRECTORS, MEMBERS AND PRESIDENT OF THE AUDIT AND CORPORATE PRACTICES AND FINANCE COMMITTEES. |
| V. | COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE AUDIT AND CORPORATE PRACTICES AND FINANCE COMMITTEES. |
| VI. | APPOINTMENT OF DELEGATE OR DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING. |
In order to be admitted into the Meeting, shareholders must prove their status by submitting to the Company’s Secretariat, located at Avenida Ricardo Margáin Zozaya, No. 325, Colonia 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
- 1 -
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’s Secretariat. 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 Company’s Secretariat, located at Avenida Ricardo Margáin Zozaya, No. 325, Colonia Valle del Campestre, San Pedro Garza García, Nuevo León.
All shareholders of Mexican nationality 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 28, 2016.
/s/ Ramiro Villarreal Morales
Lic. Ramiro Villarreal Morales.
Secretary of the Board of Directors
- 2 -
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, Colonia Altavista, in the city of Monterrey, México, at 1:00 P.M. on March 31, 2016, in accordance with the following:
AGENDA
| I. | RESOLUTION ON A BOARD OF DIRECTORS’ PROPOSAL TO ISSUE CONVERTIBLE NOTES PURSUANT TO ARTICLE 210 BIS OF THE MEXICAN GENERAL LAW OF CREDIT INSTRUMENTS AND OPERATIONS (LEY GENERAL DE TÍTULOS Y OPERACIONES DE CRÉDITO) AS FOLLOWS: |
| (A) | FOR PLACEMENT AMONG GENERAL INVESTORS; AND |
| (B) | FOR AN EXCHANGE OFFER FOR THE CONVERTIBLE NOTES ISSUED BY THE COMPANY ON MARCH 2015 (DUE 2020) AND/OR, IF APPLICABLE, THEIR PLACEMENT AMONG GENERAL INVESTORS, USING THE PROCEEDS FOR THE PAYMENT AND CANCELLATION OF THE REFERENCED CURRENTLY OUTSTANDING CONVERTIBLE NOTES. THE CONVERTIBLE NOTES MAY BE ISSUED AS PER THE INDENTURE OF THE CONVERTIBLE NOTES ISSUED ON MAY 2015 (DUE 2020), WHICH SHALL BE AMENDED FOR THIS PURPOSE. |
THE PROPOSAL INCLUDES THE AUTHORIZATION TO DISPOSE OF ALL OR PART OF THE SHARES CURRENTLY HELD IN THE COMPANY’S TREASURY THAT ENSURE THE CONVERSION RIGHTS OF THE NOTES ISSUED IN MARCH 2011 (DUE MARCH 2016) AND MARCH 2015 (DUE MARCH 2020), TO THE EXTENT THAT THESE ARE REDEEMED OR EXCHANGED, IN ORDER TO ALLOCATE THEM TO ENSURE THE CONVERSION OF THE NEW CONVERTIBLE NOTES, IN ACCORDANCE WITH ARTICLE 210 BIS OF THE MEXICAN GENERAL LAW OF CREDIT INSTRUMENTS AND OPERATIONS (LEY GENERAL DE TÍTULOS Y OPERACIONES DE CRÉDITO), WITHOUT THE NEED TO INCREASE THE CAPITAL STOCK OR ISSUE ADDITIONAL COMMON SHARES.
| II. | APPOINTMENT OF DELEGATE OR DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING. |
In order to be admitted into the Meeting, shareholders must prove their status by submitting to the Company’s Secretariat, located at Avenida Ricardo Margáin Zozaya, No. 325, Colonia 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’
- 1 -
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’s Secretariat. 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 Company’s Secretariat, located at Avenida Ricardo Margáin Zozaya, No. 325, Colonia Valle del Campestre, San Pedro Garza García, Nuevo León.
All shareholders of Mexican nationality 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 28, 2016.
/s/ Ramiro Villarreal Morales
Lic. Ramiro Villarreal Morales.
Secretary of the Board of Directors
- 2 -
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 31, 2016, 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, 2015, which include CEMEX’s consolidated financial statements, report of changes in financial situation and variations of capital stock, that the CEO of CEMEX must submit to CEMEX’s shareholders after they are informed of the reports from CEMEX’s Board of Directors committees, the report of the activities of CEMEX’s Board of Directors, CEMEX’s Board of Directors opinion on the report presented by the CEO of CEMEX, as well as the accounting policies and tax compliance reports, as required in accordance with applicable Mexican Securities Market Laws, Tax Laws and CEMEX’s by-laws. This proposal is standard for companies in Mexico at these meetings.
What is being proposed under item II of the agenda for the Ordinary Shareholders Meeting?
The approval of a proposal for the allocation of profits for the year ended December 31, 2015. This proposal is also standard for companies in Mexico 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 CEMEX’s capital stock through a recapitalization of retained earnings and (ii) the issuance of additional shares to be held in treasury, as required under CEMEX’s currently outstanding convertible notes. First, as no dividend is being declared for the 2015 fiscal year, CEMEX’s shareholders will be asked to approve a recapitalization of retained earnings, whereby CEMEX’s shareholders will receive new shares of CEMEX’s capital stock resulting from the increase in CEMEX’s capital stock. As background, at CEMEX’s Ordinary Shareholders Meetings held since 2009, CEMEX’s shareholders approved a similar recapitalization of retained earnings. Please visit CEMEX’s “Investor Center” section on CEMEX’s website at http://www.cemex.com for information on the 2015 capitalization program. Second, as a result of the capitalization, and as required by the anti-dilution provisions of CEMEX’s currently outstanding convertible notes, additional shares will be issued to be held in treasury pending delivery upon conversion of CEMEX’s currently outstanding convertible notes. This item of the agenda does not contemplate any new issuance of convertible notes. At CEMEX’s Ordinary Shareholders Meetings held since 2011, CEMEX’s shareholders approved a similar proposal for the issuance of additional shares to be held in treasury related to CEMEX’s then outstanding convertible notes.
What is being proposed under items IV, V, and VI of the agenda for the Ordinary Shareholders Meeting?
In accordance with the laws of Mexico, the approval of (i) the individuals that will be proposed during the meeting to be appointed as members of CEMEX’s Board of Directors, (ii) the individuals that will be
- 1 -
proposed during the meeting to be appointed the President, respectively for each corresponding committee, and members of CEMEX’s Audit Committee and the Corporate Practices and Finance Committee, (iii) the proposal for the compensation of members of CEMEX’s Board of Directors, Audit Committee and the Corporate Practices and Finance Committee, and (iv) the proposal to appoint the delegate or delegates to formalize the approved resolutions. These proposals are standard for companies in Mexico at these meetings.
What is being proposed under item I of the agenda for the Extraordinary Shareholders Meeting?
In summary, the authorization to:
| A. | issue new convertible notes to be placed among investors using all or part of the shares held in CEMEX’s treasury that currently ensure the conversion rights of convertible notes issued by CEMEX in March 2011 due on March 2016 (the “March 2011 Convertible Notes”) allocating such shares to ensure the conversion of said new convertible notes. Such new convertible notes would be issued without the need to increase the capital stock or issue additional common shares upon issuance of such new convertible notes. Any proceeds received would not be used to redeem the March 2011 Convertible Notes as such notes will mature or be converted by March 15, 2016; and |
| B. | issue new convertible notes using all or part of the shares currently held in CEMEX’s treasury that ensure the conversion rights of the convertible notes issued by CEMEX on March 2015 that are due in 2020 (the “March 2015 Convertible Notes”), to the extent the latter are redeemed or exchanged, for an exchange offer for the March 2015 Convertible Notes and/or, if applicable, their placement among investors, with the proceeds to be used to pay and cancel the March 2015 Convertible Notes. These new convertible notes may be issued under the indenture of the convertible notes issued on May 2015 that are also due in 2020 (the “May 2015 Convertible Notes”), which would be supplemented for this purpose. Such new convertible notes would be issued without the need to increase the capital stock or issue additional common shares upon issuance of such new convertible notes. The intention of executing the transaction described in this paragraph would be so that holders of the March 2015 Convertible Notes would receive a more liquid instrument (the May 2015 Convertible Notes). |
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 for companies in Mexico at these meetings.
Where can I get more information and documentation about CEMEX’s Ordinary and Extraordinary Shareholders Meetings?
For more information and documentation you should visit the “Investor Center” section on CEMEX’s website at www.cemex.com. Additional documentation will be made public at the “Investor Center” section on CEMEX’s website at www.cemex.com by no later than March 1, 2016.
- 2 -