SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
21557 Telegraph Road, Southfield, MI 48033
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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:
☐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
Name of Each Exchange on Which Registered
Common stock, par value $0.01
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) ☐
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 ☐
Section 5 - Corporate Governance and Management
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Plans.
On June 18, 2020, Lear Corporation (the “Company”) elected Bradley M. Halverson to the Board of Directors of the Company (the “Board”), effective immediately, for a term ending at the 2021 annual meeting of stockholders of the Company. Mr. Halverson’s election expands the size of the Board to nine directors.
In connection with his election, the Board approved the payment to Mr. Halverson of the monthly non-employee director cash retainer of $7,188 under the Company’s Outside Director Compensation Plan (which represents the pro rata portion of the $115,000 annual non-employee director cash retainer, reduced by 25% for all directors for the remainder of 2020 as approved by the Board in April 2020 in response to the COVID-19 pandemic), commencing in June 2020. The Board also approved a pro-rata grant to Mr. Halverson of shares of common stock of the Company having an aggregate grant date value of approximately $146,667, which equals 11/12 of the annual unrestricted stock retainer for non-employee directors under the Company’s Outside Director Compensation Plan.
There are no arrangements or understandings between Mr. Halverson and any other persons pursuant to which he was elected as a director of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Halverson and the Company that would be required to be reported.
A copy of the press release announcing Mr. Halverson’s election to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Financial Statements and Exhibits
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.
Date: June 18, 2020
/s/ Jason M. Cardew
Jason M. Cardew
Senior Vice President and Chief Financial Officer