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, 2017
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)) |
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(e) 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, 2017, Lear Corporation (“Lear”) held its annual meeting of stockholders. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:
| Shares Voted For | Shares Voted Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Election of directors |
||||||||||||||||
| Richard H. Bott |
55,824,678 | 32,172 | 62,055 | 3,691,223 | ||||||||||||
| Thomas P. Capo |
55,753,863 | 102,458 | 62,584 | 3,691,223 | ||||||||||||
| Jonathan F. Foster |
54,380,016 | 1,477,313 | 61,576 | 3,691,223 | ||||||||||||
| Mary Lou Jepsen |
55,829,196 | 28,628 | 61,081 | 3,691,223 | ||||||||||||
| Kathleen A. Ligocki |
55,822,480 | 34,769 | 61,656 | 3,691,223 | ||||||||||||
| Conrad L. Mallett, Jr. |
55,191,582 | 708,479 | 18,844 | 3,691,223 | ||||||||||||
| Donald L. Runkle |
55,812,447 | 43,652 | 62,806 | 3,691,223 | ||||||||||||
| Matthew J. Simoncini |
55,823,598 | 33,279 | 62,028 | 3,691,223 | ||||||||||||
| Gregory C. Smith |
55,824,871 | 31,816 | 62,218 | 3,691,223 | ||||||||||||
| Henry D.G. Wallace |
55,527,761 | 372,582 | 18,562 | 3,691,223 | ||||||||||||
| Ratification of appointment of independent registered public accounting firm |
58,686,233 | 830,786 | 93,109 | |||||||||||||
| Advisory approval of Lear Corporation’s executive compensation |
53,982,647 | 1,768,729 | 167,529 | 3,691,223 | ||||||||||||
| 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 Corporation’s executive compensation |
48,507,829 | 32,857 | 7,348,645 | 29,574 | 3,691,223 | |||||||||||||||
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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: May 22, 2017 | By: | /s/ Jeffrey H. Vanneste | ||||||
| Name: | Jeffrey H. Vanneste | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||
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