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 February, 2018
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 66265, México
(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 ☒ 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) (“CEMEX”) Ordinary General Shareholders Meeting to be held on April 5, 2018 in the city of Monterrey, Nuevo Leon, Mexico. | |
| 2. | Notice for CEMEX’s Extraordinary General Shareholders Meeting to be held on April 5, 2018 in the city of Monterrey, Nuevo Leon, Mexico. | |
| 3. | Supplemental information to the agenda for the Ordinary General Shareholders Meeting and the Extraordinary General Shareholders Meeting of CEMEX. | |
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: February 8, 2018 |
By: | /s/ Rafael Garza Lozano | ||||
| Name: | Rafael Garza Lozano | |||||
| Title: | Chief Comptroller | |||||
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EXHIBIT INDEX
| EXHIBIT | ||
| NO. | DESCRIPTION | |
| 1. | Notice for CEMEX, S.A.B. de C.V.’s (NYSE: CX) (“CEMEX”) Ordinary General Shareholders Meeting to be held on April 5, 2018 in the city of Monterrey, Nuevo Leon, Mexico. | |
| 2. | Notice for CEMEX’s Extraordinary General Shareholders Meeting to be held on April 5, 2018 in the city of Monterrey, Nuevo Leon, Mexico. | |
| 3. | Supplemental information to the agenda for the Ordinary General Shareholders Meeting and the Extraordinary General Shareholders Meeting of CEMEX. | |
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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 Auditorio Luis Elizondo, located at 540 Luis Elizondo Street, Colonia Alta Vista, in the city of Monterrey, Mexico, at 12:00 P.M. on April 5, 2018, in accordance with the following:
AGENDA
| I. | PRESENTATION OF THE REPORT BY THE CHIEF EXECUTIVE OFFICER, INCLUDING THE COMPANY’S FINANCIAL STATEMENTS, RESULTS OF OPERATIONS, REPORT OF CASH FLOW AND VARIATIONS OF CAPITAL STOCK, AND PRESENTATION OF THE REPORT BY THE BOARD OF DIRECTORS, FOR THE FISCAL YEAR 2017, AS REQUIRED BY THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES); AND DISCUSSION AND APPROVAL OF SUCH REPORTS, AFTER HEARING THE OPINION OF THE BOARD OF DIRECTORS AS TO THE REPORTS BY THE CHIEF EXECUTIVE OFFICER AND THE AUDIT AND CORPORATE PRACTICES COMMITTEE, THE ACCOUNTING POLICIES AND CRITERIA REPORT, AND THE TAX STATUS REPORT. |
| II. | RESOLUTION ON THE PROPOSAL OF ALLOCATION OF PROFITS FOR THE YEAR ENDED DECEMBER 31, 2017. |
| III. | PROPOSAL TO (A) EXTEND FOR UP TO 5 YEARS THE CURRENT RESTRICTED STOCK PLAN FOR EMPLOYEES, OFFICERS AND MANAGERS; AND (B) INCREASE THE CAPITAL STOCK OF THE COMPANY IN ITS VARIABLE PORTION THROUGH ISSUANCE OF TREASURY SHARES TO BE SUSCRIBED AND PAID PURSUANT TO THE TERMS AND CONDITIONS OF THE PLAN, WITHOUT PREEMPTIVE RIGHTS BEING APPLICABLE AS PER ARTICLE 8 OF CEMEX’S BY-LAWS. |
| IV. | PROPOSAL TO DETERMINE THE AMOUNT OF A RESERVE FOR ACQUISITION OF SHARES ISSUED BY THE COMPANY OR OTHER INSTRUMENTS REPRESENTATIVE OF SUCH SHARES. |
| V. | APPOINTMENT OF DIRECTORS, MEMBERS AND PRESIDENT OF THE AUDIT, AND CORPORATE PRACTICES AND FINANCE COMMITTEES. |
| VI. | COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE AUDIT, AND CORPORATE PRACTICES AND FINANCE COMMITTEES. |
| VII. | APPOINTMENT OF 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 municipality, Nuevo León, with a minimum of 48 (forty-eight) hours before the Meeting, the shares under their name or the corresponding certificates of deposit issued by a credit
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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 Corporate 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 (Instituto 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 Company’s Secretariat, located at Ave. Ricardo Margáin Zozaya, No. 325, Colonia 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 Leon, as of February 8, 2018
/s/ Roger Saldaña Madero
Lic. Roger Saldaña Madero
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 Auditorio Luis Elizondo, located at 540 Luis Elizondo Street, Colonia Alta Vista, in the city of Monterrey, Mexico, at 1:00 P.M. on April 5, 2018, in accordance with the following:
AGENDA
| I. | RESOLUTION ON THE PROPOSAL BY THE BOARD OF DIRECTORS TO INCREASE THE VARIABLE PART OF THE COMPANY’S CAPITAL STOCK, AND TO ISSUE CONVERTIBLE NOTES; FOR WHICH IT IS BEING PROPOSED THE ISSUANCE OF UP TO 11,250,000,000 NON-SUSCRIBED SHARES WHICH WILL BE HELD IN THE COMPANY’S TREASURY, TO BE LATER SUSCRIBED AND PAID BY INVESTORS THROUGH A PUBLIC OR PRIVATE OFFERING, OR TO SECURE THE CONVERSION OF CONVERTIBLE NOTES ISSUED UNDER ARTICLE 210 BIS OF THE MEXICAN GENERAL LAW OF CREDIT INSTRUMENTS AND OPERATIONS, WITHOUT ANY PREEMPTIVE RIGHTS BEING APPLICABLE AS PERTHE COMPANY’S BY- LAWS AND/OR APPLICABLE LEGISLATION. |
THE SHARES REPRESENTING THE CAPITAL STOCK INCREASE WILL BE REPRESENTED BY UP TO 3,750,000,000 ORDINARY PARTICIPATION CERTIFICATES (“CEMEX.CPO”) EACH REFERRING TO 3 ORDINARY SHARES.
| I. | APPOINTMENT OF 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 municipality, Nuevo León, with a minimum of 48 (forty-eight) hours before the Meeting, the shares under their name or the corresponding certificates of deposit 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 Corporate 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 (Instituto 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.
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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 Ave. Ricardo Margáin Zozaya, No. 325, Colonia 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 Leon, as of February 8, 2018
/s/ Roger Saldaña Madero
Lic. Roger Saldaña Madero
Secretary of the Board of Directors
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Exhibit 3
SUPPLEMENTAL INFORMATION TO THE AGENDA FOR THE (I) ORDINARY GENERAL
SHAREHOLDERS MEETING AND (II) EXTRAORDINARY SHAREHOLDERS MEETING OF
CEMEX, S.A.B. DE C.V.1
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 April 5, 2018, CEMEX, S.A.B. de C.V. (“CEMEX”) will first have its Ordinary General Shareholders Meeting and will then have its Extraordinary Shareholders Meeting.
ORDINARY GENERAL SHAREHOLDERS MEETING
What is being proposed under item I of the agenda for the Ordinary General Shareholders Meeting?
The discussion and approval of certain reports for the year ended on December 31, 2017, which include CEMEX’s consolidated financial statements, results of operations, cash flow and variations of capital stock, that the Chief Executive Officer (“CEO”) of CEMEX must submit to CEMEX’s shareholders after they are informed of the opinion of CEMEX’s Board of Directors with respect to the report presented by the CEO of CEMEX, the reports of CEMEX’s Audit and Corporate Practices and Finance committees, the accounting policies and criteria report and the tax status report of CEMEX, in each case 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 Ordinary General Shareholders Meetings. These documents are expected to be made available on CEMEX’s website by no later than March 5, 2018.
What is being proposed under item II of the agenda for the Ordinary General Shareholders Meeting?
The approval of a proposal for the allocation of profits for the year ended December 31, 2017. This proposal is also standard for companies in Mexico at these meetings. The details of the proposal are expected to be made available on CEMEX’s website by no later than March 5, 2018.
| 1 | This document contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. CEMEX assumes no obligation to update or correct the information contained in this document. |
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What is being proposed under item III of the agenda for the Ordinary General Shareholders Meeting?
Two things: (1) First, the extension up to 5 years (December 31, 2023) of CEMEX’s restricted stock compensation plan that forms part of the variable compensation paid to eligible employees; and (2) Second, to increase the capital stock of CEMEX in its variable portion through the issuance of treasury shares pursuant to the terms and conditions of the restricted stock compensation plan without triggering the preemptive rights that would otherwise be applicable under article 8 of CEMEX’s By-Laws. For general reference purposes, information about the compensation of CEMEX’s directors and senior management for the year ended December 31, 2016 is included in CEMEX’s 2016 annual report on Form 20-F filed with the SEC in 2017, and audited information about stock compensation paid for the year ended December 31, 2017 will be made publicly available by no later than March 5, 2018, together with the most relevant terms and conditions of the restricted stock compensation plan. Also, for background purposes, at CEMEX’s annual shareholder’s meeting held in February 2012, it was resolved to extend the restricted stock compensation plan until December 31, 2018. Again, it is now being proposed to extend this program until December 31, 2023.
What is being proposed under item IV of the agenda for the Ordinary General Shareholders Meeting?
The discussion and approval to set the amount of a reserve that would be used for the repurchase of CEMEX shares or other instruments representative of CEMEX shares. The share buyback program being proposed would be of up to U.S.$500 Million during the remainder of 2018 and up until the next ordinary shareholders meeting. If the proposal is approved, purchases under the share buyback program would be made from time to time at prevailing market prices in open market purchases in Mexico, as determined by the Chairman of CEMEX’s Board of Directors, CEMEX’ CEO or CEMEX’s Chief Finance Officer. This share buyback program does not obligate CEMEX to acquire any particular amount of common stock. The timing, frequency and amount of repurchase activity will depend on a variety of factors such as levels of cash generation from operations, cash requirements for investment in CEMEX’s business, current CEMEX stock prices, market conditions and other factors. The share repurchase program may be suspended, modified or discontinued at any time and has no set expiration date. The ordinary general shareholders meetings to be held in each of the following years would need to approve the amount of the share buyback program for the remainder of such corresponding year up until the following ordinary shareholders meeting. Additional details, if any, on the proposed share buyback program are expected to be made available on CEMEX’s website by no later than March 5, 2018.
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What is being proposed under items V, VI and VII of the agenda for the Ordinary General Shareholders Meeting?
In accordance with the laws of Mexico, for item V of the agenda, the approval of (i) the individuals that will be proposed during the meeting to be appointed as members of CEMEX’s Board of Directors and (ii) the individuals that will be 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; for item VI of the agenda, the proposal for the compensation of members of CEMEX’s Board of Directors, Audit Committee and the Corporate Practices and Finance Committee; and for item VII of the agenda, the proposal to appoint the delegate or delegates to formalize the approved resolutions. These proposals are standard for companies in Mexico at these meetings. The names and biographies of the persons being proposed to be appointed to CEMEX’s Board of Directors and CEMEX’s Audit and Corporate Practices and Finance committees, respectively, as well as their proposed compensation, are expected to be made available on CEMEX’s website by no later than March 5, 2018.
EXTRAORDINARY SHAREHOLDERS MEETING
What is being proposed under item I of the agenda for the Extraordinary Shareholders Meeting?
Although CEMEX has no current intent to announce any offering, in order to be prepared for opportunities that may arise in the market in the future as CEMEX prepares for its next stage to come, it is being proposed that CEMEX receive an authorization to issue shares if market conditions are eventually attractive and the use of proceeds from any share issuance are also attractive as per CEMEX’s current stated strategy. The authorization would provide CEMEX with the flexibility to issue either shares and/or convertible securities within a 5-year period after the shareholders meeting approval is obtained. In particular, CEMEX is seeking the approval of the proposal to (A) increase the variable part of CEMEX’s capital stock and (B) issue new convertible notes; for which it is also being proposed to increase the number of CEMEX’s authorized shares by up to 11,250 million additional non-subscribed shares of CEMEX (equivalent to up to 3,750,000,000 CEMEX Ordinary Participation Certificates, which is also equivalent 375 million CEMEX American Depositary Shares) to be held at CEMEX´s treasury so that such shares can in the future (i) be placed among investors or (ii) to ensure the conversion rights of any new convertible notes issued by CEMEX, in both cases without preemptive rights being applicable in accordance with the laws of Mexico and CEMEX’s bylaws. Additional details, if any, on the proposal is to be made available on CEMEX’s website by no later than March 5, 2018.
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.
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GENERAL
Where can I get more information and documentation about CEMEX’s Ordinary General Shareholders Meeting and Extraordinary Shareholders Meeting?
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 5, 2018.
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