0001341004-18-000244.txt : 20180425 0001341004-18-000244.hdr.sgml : 20180425 20180425141437 ACCESSION NUMBER: 0001341004-18-000244 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180425 FILED AS OF DATE: 20180425 DATE AS OF CHANGE: 20180425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASML HOLDING NV CENTRAL INDEX KEY: 0000937966 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33463 FILM NUMBER: 18773845 BUSINESS ADDRESS: STREET 1: DE RUN 6501 CITY: DR VELDHOVEN STATE: P7 ZIP: 5504 BUSINESS PHONE: 31402683000 MAIL ADDRESS: STREET 1: P.O. BOX 324 CITY: AH VELDHOVEN STATE: P7 ZIP: 5500 FORMER COMPANY: FORMER CONFORMED NAME: ASM LITHOGRAPHY HOLDING NV DATE OF NAME CHANGE: 19950215 6-K 1 form6k.htm FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

FORM 6-K

REPORT OF A FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For April 25, 2018

______________________

ASML Holding N.V.

De Run 6501
5504 DR Veldhoven
The Netherlands
(Address of principal executive offices)
______________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒
Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐
No ☒

If ‘‘Yes’’ is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):




Exhibits

99.1
“ASML Discloses Results of Annual General Meeting of Shareholders” press release dated April 25, 2018
99.2
“ASML Publishes Agenda Annual General Meeting of Shareholders 2018” press release dated March 14, 2018





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, thereunto duly authorized.

 
ASML HOLDING N.V. (Registrant)
       
Date: April 25, 2018
By: 
/s/ Peter T.F.M. Wennink
 
   
Peter T.F.M. Wennink
 
   
Chief Executive Officer
 



EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE
Exhibit 99.1
ASML Discloses Results of Annual General Meeting of Shareholders

VELDHOVEN, the Netherlands, April 25, 2018 - Today ASML Holding N.V. (ASML) announces the results of its Annual General Meeting of Shareholders held on April 25, 2018.
The General Meeting of Shareholders adopted ASML’s statutory financial statements for the financial year 2017.
In addition, the General Meeting of Shareholders approved the following items:

·
Proposal to adopt a 2017 dividend of EUR 1.40 per ordinary share.
·
Discharge of the members of the Board of Management and the Supervisory Board from liability for their responsibilities in the financial year 2017.
·
The maximum number of shares for the Board of Management for 2018.
·
Proposals to reappoint Mr. J.M.C. (Hans) Stork, and appoint Ms. T.L. (Terri) Kelly as members of the Supervisory Board.
·
The appointment of KPMG as the external auditor for the reporting year 2019.
·
Proposal to authorize the Board of Management for a period of 18 months from April 25, 2018: (i) to issue shares or grant rights to subscribe for ordinary shares in the capital of the Company, limited to 5 percent of the issued share capital of the Company at the time of the authorization; (ii) to issue an additional 5 percent of the issued share capital only in connection with mergers, acquisitions and/or (strategic) alliances; and (iii) to authorize the Board of Management to restrict or exclude the pre-emption rights in connection with any such issuance, all subject to the approval of the Supervisory Board.
·
Proposal to extend the existing authority of the Board of Management to acquire through October 25, 2019 a maximum of 20% of ASML’s issued share capital, subject to the approval of the Supervisory Board. The shares can be acquired at a price between the nominal value of the shares acquired and 110 percent of the average market price for these securities on Euronext Amsterdam or Nasdaq Stock Market. The AGM also authorized the cancellation of up to 20% of the issued share capital of ASML as of April 25, 2018.

The following subjects were also discussed at the General Meeting of Shareholders:

·
The Company’s business and financial situation.
·
ASML’s reserves and dividend policy.
·
The composition of the Board of Management: Mr. P.T.F.M. (Peter) Wennink, Mr. M.A. (Martin) van den Brink and Mr. F.J.M. (Frederic) Schneider-Maunoury were reappointed as members of the Board of Management, effective today. Also, Mr. C.D. (Christophe) Fouquet and Mr. R.J.M. (Roger) Dassen

were appointed as members of the Board of Management of ASML, whereby the appointment of Mr. Fouquet will be effective today. The appointment of Mr. Dassen will be effective as per June 1, 2018.
·
The composition of the Supervisory Board in 2019: Mr. G.J. Kleisterlee, Ms. A.P. Aris, Mr. R.D. Schwalb and Mr. W.H. Ziebart will retire by rotation per the Annual General Meeting of Shareholders to be held in 2019.


The presentation given at the Annual General Meeting of Shareholders and the recording of the audio webcast are available at www.asml.com.

About ASML
ASML is one of the world’s leading manufacturers of chip-making equipment. Our vision is to enable affordable microelectronics that improve the quality of life. To achieve this, our mission is to invent, develop, manufacture and service advanced technology for high-tech lithography, metrology and software solutions for the semiconductor industry. ASML's guiding principle is continuing Moore's Law towards ever smaller, cheaper, more powerful and energy-efficient semiconductors. This results in increasingly powerful and capable electronics that enable the world to progress within a multitude of fields, including healthcare, technology, communications, energy, mobility, and entertainment. ASML is a multinational company with offices in 60 cities in 16 countries, headquartered in Veldhoven, the Netherlands. We employ more than 20,000 people on payroll and flexible contracts (expressed in full time equivalents). ASML is traded on Euronext Amsterdam and NASDAQ under the symbol ASML. More information about ASML, our products and technology, and career opportunities is available on www.asml.com.





2
EX-99.2 3 ex99-2.htm EXHIBIT 99.2 - PRESS RELEASE
Exhibit 99.2


ASML Publishes Agenda Annual General Meeting of Shareholders 2018

VELDHOVEN, the Netherlands, March 14, 2018 - ASML Holding N.V. (ASML) today publishes the agenda and the explanatory notes for the Annual General Meeting of Shareholders (AGM) which will be held at ASML’s headquarters in Veldhoven, The Netherlands, on Wednesday April 25, 2018. The agenda and explanatory notes are available at www.asml.com/agm2018.
Furthermore, the Supervisory Board announces that it nominates two candidates to be (re)appointed by the General Meeting of Shareholders on April 25, 2018.
The Supervisory Board nominates Ms. T. (Terri) Kelly for appointment as Supervisory Board member. Ms. Kelly is President and Chief Executive Officer at W.L. Gore & Associates Inc. until April 1, 2018. She has held this position since 1995, after having worked for Gore since 1983 in various (management) roles. Ms. Kelly currently serves as Trustee of The Nemours Foundation, Vice-Chair of the University of Delaware, Trustee of Unidel Foundation and Member of Economic and Community Advisory Council of the Federal Reserve Bank of Philadelphia. The Supervisory Board nominates Ms. Kelly for appointment because of her extensive experience as CEO in an innovative, multinational business with a long-term orientation, as well experience in the area of organizational and leadership development. Ms. Kelly is the intended successor of Ms. P.F.M. (Pauline) van der Meer Mohr who will step down from the Supervisory Board after nine years of service. Ms. Kelly’s nomination has been proposed by the ASML Netherlands B.V. Works Council based on its enhanced recommendation right.
In addition, the Supervisory Board nominates Mr. J.M.C. (Hans) Stork for reappointment as member of the Supervisory Board. Mr. Stork was first appointed to ASML’s Supervisory Board in 2014 and is also a member of the Supervisory Board’s Technology Committee and Remuneration Committee.
Furthermore, the Supervisory Board will notify the General Meeting of the intended (re)appointment of Board of Management members. As announced on January 17, 2018 and February 20, 2018 respectively, the Supervisory Board intends to appoint Roger Dassen and Christophe Fouquet as members of the Board of Management. In addition, the Supervisory Board announces that it intends to reappoint Peter Wennink, Martin van den Brink and Frédéric Schneider-Maunoury as members of the Board of Management . The (re)appointments will become effective after the notification of the General Meeting on April 25, 2018; the appointment of Mr. Dassen will become effective as of June 1, 2018
About ASML
ASML is one of the world’s leading manufacturers of chip-making equipment. Our vision is to enable affordable microelectronics that improve the quality of life. To achieve this, our mission is to invent, develop, manufacture and service advanced technology for high-tech lithography, metrology and software solutions for the semiconductor

industry. ASML's guiding principle is continuing Moore's Law towards ever smaller, cheaper, more powerful and energy-efficient semiconductors. This results in increasingly powerful and capable electronics that enable the world to progress within a multitude of fields, including healthcare, technology, communications, energy, mobility, and entertainment. ASML is a multinational company with offices in 60 cities in 16 countries, headquartered in Veldhoven, the Netherlands. We employ more than 19,000 people on payroll and flexible contracts (expressed in full time equivalents). ASML is traded on Euronext Amsterdam and NASDAQ under the symbol ASML. More information about ASML, our products and technology, and career opportunities is available on www.asml.com.
Forward-Looking Statements
This press release contains forward looking statements, which you can generally identify by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue", "targets", and variations of these words or comparable words. The forward looking statements contained herein include statements about intended changes in the Supervisory Board and Board of Management, including intended appointments, roles and responsibilities of particular individuals on the Supervisory Board and Board of Management. Forward-looking statements do not guarantee future performance and involve risks and uncertainties, including the risks indicated in the risk factors included in ASML’s Annual Report on Form 20-F and other filings with the US Securities and Exchange Commission. These forward-looking statements are made only as of the date of this document. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.


2