0000842162false00008421622023-05-182023-05-18

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): May 18, 2023

______________________________________ 

LEAR CORPORATION

(Exact name of Registrant as specified in its charter)

______________________________________ 

Delaware			1-11311			13-3386776
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI 48033

(Address of principal executive offices)

(248) 447-1500

(Registrant’s telephone number, including area code)

N/A

(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			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common stock, par value $0.01			LEA			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 ☐

---

Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2023, Lear Corporation (“Lear”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting:

			Shares Voted For						Shares Voted Against						Abstentions						Broker Non-Votes
Election of directors
Mei-Wei Cheng			53,302,939						726,437						36,465						1,052,136
Jonathan F. Foster			50,315,191						3,714,314						36,336						1,052,136
Bradley M. Halverson			53,207,148						822,244						36,449						1,052,136
Mary Lou Jepsen			53,138,238						891,877						35,726						1,052,136
Roger A. Krone			53,554,481						474,936						36,424						1,052,136
Patricia L. Lewis			53,127,923						902,081						35,837						1,052,136
Kathleen A. Ligocki			52,640,704						1,387,577						37,560						1,052,136
Conrad L. Mallett, Jr.			50,028,017						4,001,370						36,454						1,052,136
Raymond E. Scott			53,578,800						451,408						35,633						1,052,136
Gregory C. Smith			50,717,625						3,311,621						36,595						1,052,136
Ratification of appointment of independent registered public accounting firm
			52,370,036						2,716,127						31,814						N/A
Advisory approval of Lear’s executive compensation
			46,076,540						7,947,187						42,114						1,052,136
Approval of an amendment to Lear’s 2019 Long-Term Stock Incentive Plan
			52,229,476						1,801,315						35,049						1,052,136

			Shares Voted for 1-Year						Shares Voted for 2-Years						Shares Voted for 3-Years						Abstentions						Broker Non-Votes
Advisory approval of the frequency of the advisory vote on Lear’s executive compensation
			51,536,217						13,310						2,484,631						31,683						3,691,223

Based on the recommendation of Lear’s Board of Directors (the “Board’) and the voting results above, the Board has determined that future advisory votes on executive compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes.

2

---

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.

 

Lear Corporation

Date: May 18, 2023

By:

/s/ Jason M. Cardew

Name:

Jason M. Cardew

Title:

Senior Vice President and Chief Financial Officer