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 21, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(Address of principal executive office
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On May 21, 2020, Lear Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As previously disclosed in the proxy statement related to the Annual Meeting, Henry D.G. Wallace, who served as the Non-Executive Chairman of the Company’s Board of Directors (the “Board”), did not stand for re-election at the Annual Meeting, as he had reached the Company’s mandatory retirement age for directors. In connection with Mr. Wallace’s retirement, the Board appointed Gregory C. Smith as the new Non-Executive Chairman of the Board at the Board meeting immediately following the Annual Meeting.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
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 | ||||||||||||
Thomas P. Capo | 53,010,711 | 279,229 | 26,720 | 1,832,823 | ||||||||
Mei-Wei Cheng | 53,151,035 | 120,489 | 45,136 | 1,832,823 | ||||||||
Jonathan F. Foster | 52,510,563 | 761,940 | 44,157 | 1,832,823 | ||||||||
Mary Lou Jepsen | 53,047,812 | 223,917 | 44,931 | 1,832,823 | ||||||||
Kathleen A. Ligocki | 52,879,426 | 410,271 | 26,963 | 1,832,823 | ||||||||
Conrad L. Mallett, Jr. | 52,298,607 | 974,112 | 43,941 | 1,832,823 | ||||||||
Raymond E. Scott | 53,246,692 | 43,807 | 26,161 | 1,832,823 | ||||||||
Gregory C. Smith | 53,168,944 | 120,576 | 27,140 | 1,832,823 | ||||||||
Ratification of appointment of independent registered public accounting firm | 54,236,929 | 867,260 | 45,294 | N/A | ||||||||
Advisory approval of Lear Corporation’s executive compensation | 51,725,774 | 1,540,770 | 50,116 | 1,832,823 | ||||||||
Stockholder proposal to require preparation of a report regarding human rights impact assessment | 23,632,206 | 29,162,479 | 521,975 | 1,832,823 | ||||||||
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 21, 2020 | By: | /s/ Jason M. Cardew | ||||
Name: | Jason M. Cardew | |||||
Title: | Senior Vice President and Chief Financial Officer | |||||