UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~December 2616, 2021

Veoneer, Inc.

Delaware

001-38471

82-3720890

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(Exact name of registrant as specified in its charter)

Delaware	001-38471	82-3720890
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Klarabergsviadukten 70, Section C, 6th Floor SE-111 64

Box 13089, SE-10302

Stockholm, Sweden

(Address and Zip Code of principal executive offices)

+46 8 527 762 00

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value	VNE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~02 Results~~07 Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~On October 26, 2021,~~ Veoneer, Inc., a Delaware corporation (the “Company”), ~~issued~~held a ~~press~~special ~~release~~meeting ~~announcing~~of its ~~financial~~stockholders ~~results~~on ~~for~~December ~~the~~16, ~~third~~2021 ~~quarter~~(the of“Special ~~2021~~Meeting”). A ~~copy~~As of the ~~press~~close ~~release~~of isbusiness ~~furnished~~on asNovember ~~Exhibit~~12, ~~99.1~~2021, the torecord ~~this~~date ~~report~~for ~~and~~the isSpecial ~~incorporated~~Meeting ~~herein~~(the ~~by reference. This press release contains certain references to financial measures identified as~~ “~~organic~~Record ~~sales,~~Date”), ~~“changes~~there inwere ~~organic~~a ~~sales~~total ~~growth,”~~of ~~“net working capital~~111,~~” “EBITDA~~997,”942 ~~and~~shares ~~“Segment EBITDA,” all~~ of ~~which~~the ~~are~~Company’s ~~adjustments~~common ~~from~~stock ~~comparable~~issued ~~measures~~and ~~calculated~~outstanding and ~~presented~~entitled into ~~accordance~~vote ~~with~~at ~~U.S.~~the ~~generally~~Special ~~accepted accounting principles (GAAP)~~Meeting. ~~These~~ ~~financial~~Approximately ~~measures~~75, ~~as used herein~~397,765 ~~differ~~shares from financial measures reported under GAAP, and management believes that these financial presentations provide useful supplemental information, which is important to a proper understanding by investors of the Company’s ~~core~~common ~~business~~stock ~~results. These~~issued ~~presentations~~and ~~should~~outstanding ~~not~~were bepresent ~~viewed~~in asperson ~~substitutes,~~or ~~but~~represented ~~rather~~by asvalid ~~additions,~~proxy toat ~~financial~~the ~~reporting~~Special ~~measures~~Meeting, ~~prepared~~representing inapproximately ~~accordance with GAAP~~67. ~~Additionally,~~32% ~~these~~of ~~measures,~~such asshares ~~defined,~~entitled ~~may not be comparable~~ to ~~similarly~~vote, ~~titled~~which ~~measures~~constituted ~~used~~a byquorum. ~~other~~The ~~companies.~~matters ~~For~~submitted anto ~~explanation~~a vote of the ~~reasons why management uses these figures, see the~~ Company’s ~~Annual~~stockholders ~~Report~~and ~~on Form 10-K for~~ the ~~fiscal~~certified ~~year~~results ~~ended~~are ~~December~~as ~~31, 2020, filed with the SEC on February 19, 2021.~~follows:

~~Item~~Proposal ~~7.01 Regulation~~1: FDAdoption ~~Disclosure.~~of the Merger Agreement

OnStockholders of the Company approved the proposal to adopt the Agreement and Plan of Merger, dated as of October 264, 2021 (as it may be amended from time to time), by and among QUALCOMM Incorporated, SSW HoldCo LP (“SSW”), SSW Merger Sub Corp, a direct, wholly owned subsidiary of SSW (“Merger Sub”), and the Company, ~~issued~~pursuant ato ~~press~~which ~~release~~Merger ~~announcing~~Sub ~~its~~will ~~financial~~merge ~~results~~with ~~for~~and into the ~~third~~Company, ~~quarter~~with the Company surviving the merger (the “Merger”), and the Company will become a direct, wholly owned subsidiary of ~~2021.~~SSW, Aand ~~copy~~each share of the ~~press~~Company’s ~~release~~common isstock ~~furnished~~issued asand ~~Exhibit~~outstanding ~~99.1~~immediately prior to ~~this~~the ~~report~~closing ~~and~~(other isthan ~~incorporated~~shares ~~herein~~held by ~~reference~~the Company, SSW, Merger Sub, any of their respective wholly owned subsidiaries and the dissenting shares) will be converted into the right to receive $37.00 in cash, without interest and subject to any withholding of taxes required under applicable law. The votes cast were as follows:

The information in Items 2.02 and 7.01 of this Form 8-K and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 193475, ~~as amended (the “Exchange Act”)~~327,301 orvotes ~~otherwise subject to the liabilities of that section~~for, ~~nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933~~39,731 asvotes ~~amended~~against, ~~or the Exchange Act~~30,733 ~~except~~abstentions asand ~~shall~~0 bebroker ~~expressly set forth by specific reference in such a filing~~non-votes.

Proposal 2: Advisory Vote on Merger-Related Executive Compensation Arrangements

Stockholders of the Company approved the non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. The votes cast were as follows:

43,243,653 votes for, 18,137,478 votes against, 14,016,634 abstentions and 0 broker non-votes.

Item 8.01

Other Events.

On December 16, 2021, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

99.1						Press Release of Veoneer, Inc. dated October 26, 2021.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

(d)

Exhibits

EXHIBIT INDEX

No.	Description

99.1	Press Release of the Company, dated as of December 16, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.						Description
99.1						Press Release of Veoneer, Inc. dated October 26, 2021.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VEONEER, INC. By: /s/ Lars A. Sjöbring Name: Lars A. Sjöbring Title: Executive Vice President, Legal Affairs, General Counsel and Secretary

Date: ~~October~~ December 2616, 2021

Filing Compare · Arriver Holdco, Inc.