|
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
ANNUAL REPORT PURSUANT TO SECTION 13(a) or 15(d) of THE SECURITIES
EXCHANGE
ACT OF 1934
|
|
For the fiscal year ended
|
Commission
File Number
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
|
||
|
|
|
|
Auditor Name:
|
Auditor Location:
|
Auditor Firm ID:
|
| 1. |
ANNUAL INFORMATION FORM |
The Registrant’s Annual Information Form for the year ended December 31, 2024 is attached as Exhibit 1 (the “Annual Information Form”) to this annual report on Form 40-F and is incorporated by reference herein.
| 2. |
AUDITED ANNUAL FINANCIAL STATEMENTS |
The Registrant’s consolidated audited financial statements as at and for the fiscal years ended December 31, 2024 and December 31, 2023, including the reports of independent registered public accounting firm, prepared by Deloitte LLP (“Deloitte”) with respect thereto, are included in Exhibit 2 attached to this annual report on Form 40-F and are incorporated by reference herein.
| 3. |
MANAGEMENT’S DISCUSSION AND ANALYSIS |
The Registrant’s Management’s Discussion and Analysis of Operations and Financial Position for the year ended December 31, 2024 is included in Exhibit 3 attached to this annual report on Form 40-F and is incorporated by reference herein.
| 4. |
WEBSITE INFORMATION |
Notwithstanding any reference to the Registrant’s website in the Annual Information Form or in the documents attached or incorporated as exhibits hereto, the information contained on the Registrant’s website, or any other website referred to on the Registrant’s website, is not a part of this annual report on Form 40-F and, therefore, is not filed with the Commission.
| 5. |
FORWARD-LOOKING STATEMENTS |
The Registrant has made in the documents filed as part of this annual report on Form 40-F, and from time to time may otherwise make “forward-looking statements”, within the meaning of Section 21E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the U.S. Securities Act of 1933, and related assumptions concerning its operations, economic performance and financial matters. Actual results or events could differ materially from those set forth in, or implied by, the forward-looking statements and the related assumptions due to a variety of factors. Reference is made to the section titled “Forward-Looking Statements” on page 2 of the Annual Information Form for a discussion of such factors.
| 6. |
CONTROLS AND PROCEDURES |
The Registrant’s Chief Executive Officer and its Executive Vice-President and Chief Financial Officer are responsible for establishing and maintaining the Registrant’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
Disclosure Controls and Procedures
The disclosure provided under the heading Controls and Procedures – Disclosure Controls and Procedures included in Exhibit 3 : Management’s Discussion and Analysis is incorporated by reference herein.
Internal Control Over Financial Reporting
The disclosure provided under the heading Controls and Procedures – Management’s Annual Report on Internal Control Over Financial Reporting included in Exhibit 3 : Management’s Discussion and Analysis is incorporated by reference herein.
Changes in Internal Controls Over Financial Reporting
The disclosure provided under the heading Controls and Procedures – Changes in Internal Controls Over Financial Reporting included in Exhibit 3 : Management’s Discussion and Analysis is incorporated by reference herein.
| 7. |
AUDIT COMMITTEE MEMBERS AND AUDIT COMMITTEE FINANCIAL EXPERT |
The Registrant has a separately designated standing audit committee of its Board of Directors (the “Audit Committee”), which is currently comprised of the following members of the Registrant’s Board of Directors: Mary Lou Maher (Chair), Jan R. Hauser, Jay K. Kunkel and Peter Sklar.
The Registrant’s Board of Directors has determined that each of Ms. Maher, Ms. Hauser, Mr. Kunkel and Mr. Sklar, is an “audit committee financial expert” and that each member of the Audit Committee is “independent” and “financially literate”, as such terms are defined in the listing standards of the New York Stock Exchange and Exchange Act Rule 10A-3.
| 8. |
CODE OF ETHICS |
The Registrant has adopted a code of ethics that applies to all of its employees, including its Chief Executive Officer, its Chief Financial Officer, its Controller and other persons performing similar functions. The full text of such code of ethics is available on the Registrant’s website at www.magna.com under the Leadership Governance section.
| 9. |
CORPORATE GOVERNANCE |
As a “foreign private issuer” listed on The New York Stock Exchange (the “NYSE”), the Registrant is required to disclose the significant ways in which its corporate governance practices differ from those to be followed by U.S. domestic issuers under the NYSE listing standards. There is only one significant difference between the Registrant’s corporate governance practices and those required of U.S. domestic companies under NYSE listing standards. NYSE listing standards require shareholder approval of all “equity compensation plans” and material revisions to these types of plans (with limited exceptions). The rules of the Toronto Stock Exchange (the “TSX”) require shareholder approval of “security-based compensation arrangements,” which are plans that involve newly issued shares, or specified amendments to such plans. The Registrant follows the TSX rules and has previously obtained shareholder approval for the following security-based compensation arrangements:
| • |
Treasury PSU Plan approved by shareholders on May 3, 2022; and |
| • |
Amended and Restated 2009 Stock Option Plan approved by shareholders on May 6, 2010. |
The Registrant will seek shareholder approval for the following security-based compensation arrangement at its upcoming annual and special meeting of shareholders to be held on May 8, 2025:
| • |
2025 Incentive Stock Option Plan approved by the Registrant’s Board of Directors on March 27, 2025. |
The Registrant also has two equity compensation arrangements which involve the purchase of its common shares in the secondary trading market at market prices:
| • |
Performance Stock Unit Plan approved by the Registrant’s Board of Directors on August 7, 2018; and |
| • |
Restricted Stock Unit arrangements. |
The rules of the TSX do not require shareholder approval for these equity compensation arrangements and accordingly the Registrant has not sought shareholder approval of either.
| 10. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The table below shows the fees for professional services rendered by our principal accountant, Deloitte, for the fiscal years ended December 31, 2024 and December 31, 2023.
| Fiscal 2024 | Fiscal 2023 | |||||||
| Type of Services | Fees($) | % of Total | Fees($) | % of Total | ||||
|
Audit Fees |
10,265,000 | 57% | 10,199,000 | 52% | ||||
|
Audit-Related Fees |
6,786,000 | 37% | 8,198,000 | 42% | ||||
|
Tax Fees |
1,114,000 | 6% | 1,069,000 | 6% | ||||
|
All Other Fees |
10,000 | 1% | 7,000 | 1% | ||||
|
Total |
18,175,000 | 100 % | 19,473,000 | 100.00% | ||||
The services comprising the “Audit Fees” category for each of the last two fiscal years were performed by Deloitte to comply with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), including integrated audit of the consolidated financial statements and quarterly reviews. In some cases, fees in this category may include an appropriate allocation of fees for tax services or accounting consultations, to the extent such services were necessary to comply with the standards of the
PCAOB. This category includes fees incurred in connection with the audit of our internal control over financial reporting for purposes of Section 404 of the Sarbanes-Oxley Act of 2002.
The services comprising the “Audit-Related Fees” category consists of fees paid in respect of assurance and related services, including such things as due diligence relating to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, services related to statutory audits of certain foreign subsidiaries, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. Audit-related services actually provided by Deloitte in each of fiscal 2024 and fiscal 2023 consisted of: services related to statutory audits of certain foreign subsidiaries, assurance services and procedures related to attest engagements not required by statute or regulation, due diligence relating to mergers and acquisitions and other assurance services.
The services comprising the “Tax Fees” category consists of all fees paid in respect of tax compliance, planning and advisory services performed by Deloitte’s tax professionals, except those services required in order to comply with the standards of the PCAOB which are included under “Audit Services”. The tax services actually provided by Deloitte in each of fiscal 2024 and fiscal 2023 consisted of: domestic and international tax advisory, compliance and research services, as well as transfer pricing advisory services.
The category “All Other Fees” captures fees in respect of all permitted services not falling under any of the previous categories.
In order to protect Deloitte’s independence, the Audit Committee has a process for pre-approving all services provided by, and related fees to be paid to, Deloitte. This process includes reviewing, on a quarterly basis, the details and associated costs of the services expected to be provided by Deloitte. Audit Committee approval is required for any services that have not previously been approved by the Audit Committee. In assessing the impact of any proposed services on auditor independence, the Audit Committee considers whether:
| • |
the services are consistent with applicable auditor independence rules; |
| • |
the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Registrant’s business, people, culture, accounting systems and risk profile; and |
| • |
the services enhance the Registrant’s ability to manage or control risks and improve audit quality . |
None of the services provided by Deloitte in 2024 were treated as exempt from pre-approval pursuant to the de minimis provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
| 11. |
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS |
The tabular disclosure regarding the Registrant’s known contractual obligations provided under the heading Financial Condition, Liquidity and Capital Resources – Contractual Obligations included in Exhibit 3 : Management’s Discussion and Analysis is incorporated by reference herein.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
| A. |
Undertaking |
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
| B. |
Consent to Service of Process |
A Form F-X signed by the Registrant and its agent for service of process was previously filed with the Commission.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Registrant: |
MAGNA INTERNATIONAL INC. | |||
|
By (Signature and Title): |
/ s / “ Bassem Shakeel ” |
|||
| Bassem A. Shakeel, | ||||
| Vice-President, Associate General Counsel and Corporate Secretary | ||||
|
Date: |
March 28, 2025. | |||
EXHIBIT INDEX
|
Exhibit 1 |
Annual Information Form of the Registrant dated March 27, 2025. |
|
|
Exhibit 2 |
Registrant’s audited financial statements as at and for the years ended December 31, 2024 and 2023. |
|
|
Exhibit 3 |
||
|
Exhibit 4 |
||
|
Exhibit 97 |
||
|
Exhibit 99.1 |
||
|
Exhibit 99.2 |
||
|
Exhibit 99.3 |
||
|
Exhibit 99.4 |
||
|
Exhibit 101 |
Interactive Data File. |
|
|
Exhibit 104 |
Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|