6-K

 

 

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, 2020

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 March 26, 2020 in the city of Monterrey, Nuevo Leon, Mexico.

 

2.

Supplemental information to the agenda for the Ordinary 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 7, 2020     By:               /s/ Rafael Garza Lozano
                  Name: Rafael Garza Lozano
                  Title: Chief Comptroller

 

3


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 March 26, 2020 in the city of Monterrey, Nuevo Leon, Mexico.
2.    Supplemental information to the agenda for the Ordinary General Shareholders Meeting of CEMEX.

 

4

EXHIBIT 1

Exhibit 1

 

LOGO

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. (“CEMEX”) has resolved to call CEMEX’s Ordinary General Shareholders Meeting (the “Meeting”) that should 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 March 26, 2020, in accordance with the following:

AGENDA

 

  I.

PRESENTATION OF THE CHIEF EXECUTIVE OFFICER’S REPORT, INCLUDING CEMEX’S FINANCIAL STATEMENTS, RESULTS OF OPERATIONS, REPORT OF CASH FLOW AND VARIATIONS OF CAPITAL STOCK, AND PRESENTATION OF THE BOARD OF DIRECTORS’ REPORT, FOR THE FISCAL YEAR 2019, AS REQUIRED BY THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES); AND, AFTER HEARING THE OPINION OF THE BOARD OF DIRECTORS AS TO THE REPORTS BY THE CHIEF EXECUTIVE OFFICER, THE AUDIT AND CORPORATE PRACTICES COMMITTEE, THE ACCOUNTING POLICIES AND CRITERIA REPORT, AND THE TAX STATUS REPORT, DISCUSSION AND APPROVAL OF SUCH REPORTS.

 

  II.

PROPOSAL OF ALLOCATION OF PROFITS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019.

 

  III.

PRESENTATION OF THE BOARD OF DIRECTORS’ REPORT ON THE PROCEDURES AND APPROVALS PURSUANT TO WHICH THE REPURCHASE OF CEMEX’S SHARES WAS INSTRUCTED FOR THE 2019 BUSINESS YEAR.

 

  IV.

THE PROPOSAL TO DETERMINE THE AMOUNT OF A RESERVE FOR THE ACQUISITION OF CEMEX’S SHARES OR OTHER INSTRUMENTS REPRESENTING SUCH SHARES.

 

  V.

PROPOSALS TO DECREASE THE CAPITAL STOCK IN ITS VARIABLE PART BY: (A) CANCELING THE CEMEX SHARES REPURCHASED IN 2019 UNDER CEMEX’S SHARE REPURCHASE PROGRAM; (B) CANCELING THE CEMEX TREASURY SHARES RELATED TO THE ISSUANCE OF CEMEX’S MANDATORILY CONVERTIBLE NOTES ISSUED IN DECEMBER 2009 AND THAT MATURED IN NOVEMBER 2019; AND (C) CANCELING ANY CEMEX TREASURY SHARES RELATED TO THE ISSUANCE OF CEMEX’S OPTIONAL CONVERTIBLE NOTES, ISSUED IN MAY 2015 AND THAT WILL MATURE IN MARCH 2020, WHICH REMAIN IN CEMEX’S TREASURY AFTER THE MARCH 2020 DUE DATE.

 

  VI.

APPOINTMENT OF MEMBERS, PRESIDENT AND SECRETARY OF THE BOARD OF DIRECTORS, AND OF MEMBERS AND PRESIDENTS, RESPECTIVELY, OF THE AUDIT, CORPORATE PRACTICES AND FINANCE, AND SUSTAINABILITY COMMITTEES.

 

  VII.

COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE AUDIT, CORPORATE PRACTICES AND FINANCE, AND SUSTAINABILITY COMMITTEES.

 

  VIII.

APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.

 

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LOGO

 

In order to be admitted into the Meeting, shareholders must prove their status by submitting to CEMEX’s Corporate Secretariat, located at Avenida Ricardo Margáin Zozaya, No. 325, Colonia Valle del Campestre, San Pedro Garza García municipality, Nuevo León, at least 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 CEMEX’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 CEMEX, 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 CEMEX, pursuant to Articles 7 and 10 of CEMEX’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 the shares over which they acquired ownership and such shares will be excluded from the Meeting’s quorum determination, and CEMEX will abstain from registering such shares of such holder(s) in the Shareholders Registry referred to in the Mexican General Law of Commercial Companies (Ley General de Sociedades Mercantiles), and any 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 CEMEX’s Corporate Secretariat. The abovementioned admission cards are required for access to the 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 CEMEX’s Corporate Secretariat, located at Avenida 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 CEMEX, will need to submit their Federal Registry of Taxpayers Certificate to attend the Meeting.

Monterrey, Nuevo Leon, as of February 5, 2020

Lic. Roger Saldaña Madero

Secretary of the Board of Directors

 

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EXHIBIT 2

Exhibit 2

 

LOGO

SUPPLEMENTAL INFORMATION TO THE AGENDA FOR THE ORDINARY GENERAL SHAREHOLDERS

MEETING OF CEMEX, S.A.B. DE C.V.1

For this year, is there only an Ordinary General Shareholders Meeting and no Extraordinary General Shareholders Meeting?

Yes. On March 26, 2020, CEMEX, S.A.B. de C.V. (“CEMEX”) should only have an Ordinary General Shareholders Meeting (the “Meeting”). There should be no Extraordinary General Shareholders Meeting. As a general reference, under Mexican law, certain matters can only be approved at an Ordinary General Shareholders Meeting and other matters at an Extraordinary General Shareholders Meeting.

CEMEX ORDINARY GENERAL SHAREHOLDERS MEETING

What is being proposed under item I of the agenda for the Meeting?

The discussion and approval of certain reports for the year ended on December 31, 2019, which include CEMEX’s consolidated financial statements, results of operations, cash flow and variations of capital stock that, pursuant to the laws of Mexico, the Chief Executive Officer (“CEO”) of CEMEX must submit to CEMEX’s shareholders at an Ordinary General Shareholders Meeting after the shareholders are informed of the opinion of CEMEX’s Board of Directors with respect to the report presented by CEMEX’s CEO; 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 required by applicable laws in Mexico and standard for companies in Mexico at Ordinary General Shareholders Meetings. The documents described in Item I of the agenda are expected to be made publicly available in CEMEX’s website by no later than February 25, 2020.

What is being proposed under item II of the agenda for the Meeting?

The approval of a proposal for the allocation of profits for the fiscal year ended December 31, 2019. This proposal is required by applicable laws in Mexico and is also standard for companies in Mexico at Ordinary General Shareholders Meetings. No declaration of a cash or stock dividend is being proposed. Additional details, if any, on this Item II of the agenda of the Meeting, are expected to be made available in CEMEX’s website by no later than February 25, 2020.

What is being proposed under item III of the agenda for the Meeting?

As required by the laws of Mexico, the presentation by CEMEX’s Board of Directors of the report that contains the procedures and approvals (the “Procedures and Approvals”) that were implemented and followed regarding CEMEX’s share buyback program that was established and executed during the 2019 calendar year. As a general reference, 473,100,000 CEMEX ordinary shares which are equivalent, in Ordinary Participation Certificate (“CPO”) terms, to 157,700,000 CPOs, were purchased during the 2019 calendar year under CEMEX’s share buyback program. Additional details, if any, on this Item III of the agenda of the Meeting, are expected to be made available in CEMEX’s website by no later than February 25, 2020.

 

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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LOGO

 

What is being proposed under item IV of the agenda for the CEMEX Ordinary General Meeting?

Similar to what was discussed and approved in CEMEX’s Ordinary General Shareholders Meeting held in 2019 relating to CEMEX’s share buyback program that was established and executed during the 2019 calendar year, this item includes the discussion and approval to set the amount of a reserve that would be used for the repurchase of CEMEX shares or other instruments representing such shares. The share buyback program being proposed would be of up to U.S.$500 million for the remainder of 2020, starting on March 26, 2020, and up until the date of CEMEX’s next Ordinary General Shareholders Meeting, expected to be held in 2021.

In general, the Procedures and Approvals followed during 2019 would also be followed during 2020. In particular, if the proposal is approved, repurchases 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’s CEO or CEMEX’s Chief Finance Officer. This share buyback program does not obligate CEMEX to acquire any particular amount of 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, CEMEX stock prices, market conditions and other factors such as restrictions in CEMEX’s debt agreements. The existing share buyback program may be suspended, modified or discontinued at any time and has no set expiration date. In each of CEMEX’s future Ordinary General Shareholders Meetings, held yearly, shareholders would need to approve the amount of the share buyback program for the remainder of the year in which such meeting is held and up until the following Ordinary General Shareholders Meeting. Additional details, if any, on this Item IV of the agenda of the Meeting, are expected to be made available in CEMEX’s website by no later than February 25, 2020.

What is being proposed under item V of the agenda for the CEMEX Meeting?

Three separate actions, to be voted separately, to decrease the capital stock of CEMEX (in its variable part) by way of the following actions:

(1) First, to cancel the CEMEX ordinary shares (473,100,000) that were repurchased during the 2019 calendar year under CEMEX’s share buyback program, which represented approximately 1.05 % of CEMEX’s outstanding capital stock as of December 31, 2019;

(2) Second, to cancel 29,787,576 CEMEX ordinary shares related to CEMEX’s Mandatorily Convertible Notes, issued in December of 2009 and became due in November 2019 (the “Mandatorily Convertible Notes due in 2019”), and which remained in CEMEX’s treasury after the Mandatorily Convertible Notes due in 2019 were converted in November 2019;

(3) Third, to the extent that any part of CEMEX’s 3.72% Subordinated Optional Convertible Notes issued in May 28, 2015 and scheduled to mature on March 15, 2020 (the “May 2015 Optional Convertible Notes due 2020”) do not convert into CEMEX ordinary shares, to cancel any CEMEX ordinary shares that could remain in CEMEX’s treasury after March 15, 2020.

For the avoidance of doubt, as of February 7, 2020 there are the following two separate outstanding issuances of CEMEX’s Subordinated Optional Convertible Notes: (i) CEMEX’s 3.72% Subordinated Optional Convertible Notes issued in March 13, 2015 due on March 15, 2020 (the “March 2015 Optional Convertible Notes due 2020”), and (ii) the May 2015 Optional Convertible Notes due 2020. As approved in CEMEX’s Extraordinary General Shareholders Meeting held on March 31, 2016, any CEMEX ordinary shares held in CEMEX’s treasury that support the conversion rights under the March 2015 Optional Convertible Notes due 2020 that do not convert into CEMEX ordinary shares and which remain in CEMEX’s treasury after March 15, 2020, are not being canceled. The CEMEX ordinary shares held in CEMEX’s treasury that support the conversion rights under the May 2015 Optional Convertible Notes due 2020 that remain in CEMEX’s treasury after March 15, 2020 are being proposed to be canceled at the Meeting.

 

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LOGO

 

Additional details, if any, on this Item V of the agenda of the Ordinary General Shareholders Meeting, are expected to be made available in CEMEX’s website by no later than February 25, 2020.

What is being proposed under items VI, VII and VIII of the agenda for the Meeting?

In accordance with the laws of Mexico, for item VI of the agenda, the approval of (i) the persons that will be proposed during the meeting to be appointed as members of CEMEX’s Board of Directors and (ii) the persons that will be proposed during the meeting to be appointed the President, respectively for each corresponding committee, and members of CEMEX’s Audit Committee, Corporate Practices and Finance Committee, and Sustainability Committee. Under the laws of Mexico, the individuals being proposed are done so as a group and not individually; for item VII of the agenda, the proposal for the compensation of members of CEMEX’s Board of Directors, Audit Committee, Corporate Practices and Finance Committee, and Sustainability Committee; and for item VIII of the agenda, the proposal to appoint the delegate or delegates who will 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, Corporate Practices and Finance, and Sustainability committees, respectively, as well as their proposed compensation, are expected to be made available in CEMEX’s website by no later than February 25, 2020.

GENERAL

Where can I get more information and documentation about the Meeting?

For more information and documentation, you should visit the “Ordinary General Shareholders Meeting” section located on the “Investors” section on CEMEX’s website at www.cemex.com. Additional documentation is expected to be made public in the “Investors” section on CEMEX’s website at www.cemex.com by no later than February 25, 2020.

 

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