PROPOSAL 1 - ELECTION OF DIRECTORS
The Companys Third Restated
By-Laws
(the
By-Laws)
provide that the size of the Board shall be fixed from time to time exclusively by the Board. The Board has currently fixed the size of the Board at nine. In accordance with the
By-Laws,
the Board has adopted
a resolution to increase the number of directors on the Board to ten, effective immediately prior to the opening of the polls for the election of directors at the 2019 Annual Meeting.
Mikael Bratt, Jan Carlson, Hasse Johansson, Leif Johansson, David E. Kepler, Franz-Josef Kortüm, Xiaozhi Liu, James M. Ringler, and Ted Senko, whose
present terms will expire at the time of the Annual Meeting, are nominees for election at the 2019 Annual Meeting. Ms. Min Liu has also been nominated by the Board to be elected at the 2019 Annual Meeting pursuant to the terms of a Cooperation
Agreement between the Company and Cevian Capital II GP Limited (Cevian), and its affiliates (the Cooperation Agreement). Pursuant to the terms of the Cooperation Agreement, Ms. Liu will offer her resignation from the
Board if Cevian no longer owns at least 8% of the then-outstanding shares of common stock of the Company. The Cooperation Agreement is described in further detail in the section entitled Agreements with StockholdersCooperation Agreement
with Cevian Capital II GP Limited below.
If elected, the above nominees would serve until the 2020 annual meeting of stockholders and until
his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death. If any director nominee should become unavailable for election prior to the Annual Meeting, an event that
currently is not anticipated by the Board, either the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if
elected, and the Board has no reason to believe that any nominee will be unable to serve.
Nominees for Directors at the 2019 Annual
Meeting
Mikael Bratt
, age 52, was appointed a director of Autoliv in September 2018 shortly after becoming President and Chief Executive
Officer of Autoliv on June 29, 2018. Mr. Bratt previously served as
President, Passive Safety from May 2016 until his promotion. Prior to joining Autoliv, Mr. Bratt spent approximately 30 years with the Volvo Group, including
most recently as EVP Group Trucks Operations, part of the group executive management team since 2008, in which role he managed a team of 35,000 people, 50 factories, 60 distribution centers and an annual turnover of approximately $18 billion.
Prior to this, he served as Chief Financial Officer of the Volvo Group. Mr. Bratt studied business administration at the University of Gothenburg, Sweden.
The Board believes Mr. Bratts years of experience with Autoliv and the automotive industry, including his current role as President and Chief
Executive Officer, and his extensive knowledge of the Company, its operations, business, and industry support his election to the Board.
Jan
Carlson
, age 58, has been a director of Autoliv since May 2007 after becoming President and Chief Executive Officer of Autoliv on April 1, 2007, and has been Chairman of the Board since May 2014. Mr. Carlson served as President and
Chief Executive Officer until resigning upon the completion of the
spin-off
of Veoneer, Inc. from the Company on June 29, 2018 when he became President and Chief Executive of Veoneer, Inc. Since the
completion of the
spin-off,
Mr. Carlson has also served as Chairman of the Board of Directors of Veoneer, Inc. Since July 2010, Mr. Carlson has served on the board of directors and compensation
committee of BorgWarner Inc., a product leader in highly engineered components and systems for vehicle powertrain applications worldwide. Mr. Carlson was elected to the Board of Telefonaktiebolaget LM Ericsson in February 2017 and serves on its
technology and science committee. In addition, Mr. Carlson served on the board of Trelleborg AB from 2013 through 2017, and served on the board of directors of Zenuity AB, a private joint venture owned
50-50
by Veoneer, Inc. and Volvo Car Corporation, between April 2017 and June 2018. Prior to joining Autoliv, Mr. Carlson was President of Saab Combitech, a division within the Saab aircraft group
specializing in commercializing military technologies. Mr. Carlson has a Master of Science degree in Physics and Electrical Engineering from the University of Linköping in Sweden.
The Board believes that through his many years of experience with Autoliv, including his former role as President and Chief Executive Officer,
Mr. Carlson brings extensive knowledge of the Company, its operations, business, and industry to the Board, which support his
re-election
to the Board.
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