Lear Corporation
LEAR CORP (Form: 8-K/A, Received: 09/26/2017 17:03:25)





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): May 18, 2017




(Exact name of registrant as specified in its charter)




Delaware   1-11311   13-3386776
(State or other jurisdiction of


File Number)


(IRS Employer

Identification Number)

21557 Telegraph Road,

Southfield, MI

(Address of principal executive offices)   (Zip Code)

(248) 447-1500

(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))

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.  ☐




Explanatory Note

On May 22, 2017, Lear Corporation (the “Company”) filed a Current Report on Form 8-K relating to the voting results at its annual meeting of stockholders on May 18, 2017 (the “Annual Meeting”). This Current Report on Form 8-K/A is being filed solely to disclose the determination of the Board of Directors of the Company regarding how frequently the Company will include in its proxy materials an advisory vote on the compensation of its named executive officers (“Say on Pay Vote”).

Section 5 — Corporate Governance and Management


Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously reported, consistent with the Board of Directors’ recommendation at the Annual Meeting, stockholders holding a majority of shares voted for the one-year option with respect to the frequency of future Say On Pay Votes of the Company. Accordingly, in light of these voting results and other factors, the Board of Directors has determined that the Company will hold Say on Pay Votes every year until the next stockholder advisory vote on the frequency of Say on Pay Votes, which, in accordance with applicable law, will occur no later than the Company’s annual meeting of stockholders in 2023.


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: September 26, 2017     By:   /s/ Jeffrey H. Vanneste
      Name:   Jeffrey H. Vanneste

Senior Vice President and Chief

Financial Officer