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): March 8, 2016
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) | (Zip Code) | |||
(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)) |
Section 5 – Corporate Governance and Management
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Plans. |
On March 8, 2016, Lear Corporation (the “Company”) elected Dr. Mary Lou Jepsen to the Board of Directors of the Company (the “Board”), effective immediately, for a term ending at the 2016 annual meeting of stockholders of the Company. Dr. Jepsen’s election expands the size of the Board to ten directors.
In connection with her election, the Board approved the payment to Dr. Jepsen of the monthly non-employee director cash retainer of $9,167 under the Company’s Outside Director Compensation Plan, commencing in March 2016. The Board also approved a pro-rata grant to Dr. Jepsen of shares of common stock of the Company having an aggregate grant date value of approximately $23,333, which equals 1/6 of the annual unrestricted stock retainer for non-employee directors under the Company’s Outside Director Compensation Plan.
A copy of the press release announcing Dr. Jepsen’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
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release, dated March 9, 2016 | |
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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: March 9, 2016 | By: | /s/ Jeffrey H. Vanneste | ||||
| Name: | Jeffrey H. Vanneste | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
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EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release, dated March 9, 2016 | |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Lear Contacts:
Mel Stephens
(248) 447-1624
John Trythall
(248) 447-4336
Lear Corporation Appoints Dr. Mary Lou Jepsen
to Board of Directors
SOUTHFIELD, Michigan, March 9, 2016 – Lear Corporation [NYSE: LEA], a leading global supplier of automotive seating and electrical distribution systems, today announced that Dr. Mary Lou Jepsen has been appointed to Lear’s Board of Directors, effective immediately.
Presently, Dr. Jepsen is Executive Director of Engineering at Facebook, Inc. and Head of Display Technologies at Oculus where she leads advanced consumer electronics, opto-electronic and display design and manufacturing efforts.
Previously, she had a similar role at Google, Inc. and Google X. She also co-founded One Laptop per Child, and was the lead architect of the $100 laptop, millions of which were shipped to children in the developing world.
Dr. Jepsen is one of the world’s foremost display innovators, with an exceptional track record of leadership and inventions, paralleled by years of working with Asia’s largest manufacturers. Dr. Jepsen is the principal inventor on approximately 100 patents.
She has been globally recognized with dozens of prestigious awards including TIME magazine’s “Time 100” as one of the 100 most influential people in the world, a CNN top 10 thinker, and by the leading global professional societies in optics, display and electronics. She has broad advisory experience in Peru, China, Uruguay, Taiwan, Brazil and the United States, as well as at the United Nations.
“We are extremely pleased to welcome Mary Lou to Lear’s Board of Directors. She has outstanding educational credentials, is a proven technology leader and is recognized as one of the world’s leading experts in virtual reality applications,” said Henry D.G. Wallace, Lear’s non-executive chairman. “We are very fortunate to welcome someone of Mary Lou’s reputation for innovation and leadership to our Board.”
Dr. Jepsen holds a doctorate degree from Brown University in Optical Sciences, a master of science degree from Massachusetts Institute of Technology in Visual Studies and a bachelor’s of science degree in Electrical Engineering from Brown University.
Lear Corporation (NYSE: LEA) is one of the world’s leading suppliers of automotive seating and electrical distribution systems. Lear serves every major automaker in the world, and Lear content can be found on more than 350 vehicle nameplates. Lear’s world-class products are designed, engineered and manufactured by a diverse team of approximately 136,000 employees located in 36 countries. Lear currently ranks #174 on the Fortune 500. Lear’s headquarters are in Southfield, Michigan. Further information about Lear is available at http://www.lear.com or follow us on Twitter @LearCorporation.
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