UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2020
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(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:
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) ☐
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 Certain Officers; Compensatory Plans. |
On June 18, 2020, Lear Corporation (the “Company”) elected Bradley M. Halverson to the Board of Directors of the Company (the “Board”), effective immediately, for a term ending at the 2021 annual meeting of stockholders of the Company. Mr. Halverson’s election expands the size of the Board to nine directors.
In connection with his election, the Board approved the payment to Mr. Halverson of the monthly non-employee director cash retainer of $7,188 under the Company’s Outside Director Compensation Plan (which represents the pro rata portion of the $115,000 annual non-employee director cash retainer, reduced by 25% for all directors for the remainder of 2020 as approved by the Board in April 2020 in response to the COVID-19 pandemic), commencing in June 2020. The Board also approved a pro-rata grant to Mr. Halverson of shares of common stock of the Company having an aggregate grant date value of approximately $146,667, which equals 11/12 of the annual unrestricted stock retainer for non-employee directors under the Company’s Outside Director Compensation Plan.
There are no arrangements or understandings between Mr. Halverson and any other persons pursuant to which he was elected as a director of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Halverson and the Company that would be required to be reported.
A copy of the press release announcing Mr. Halverson’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 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: June 18, 2020 | By: | /s/ Jason M. Cardew | ||||
Name: | Jason M. Cardew | |||||
Title: | Senior Vice President and Chief Financial Officer | |||||
Lear Contact:
Katya Pruett
248-447-1646
Lear Appoints Bradley M. Halverson to Board of Directors
Southfield, Mich. (June 18, 2020) -- Lear Corporation (NYSE: LEA), a global automotive technology leader in Seating and E-Systems, today announced that Bradley M. Halverson has been appointed to the Company’s Board of Directors.
Mr. Halverson is an experienced director who currently serves on the boards of Sysco Corporation where he is the Lead Independent Director and Audit Committee Chairman, and Custom Truck One Source, a privately held Blackstone portfolio company. He also previously served as a director for the U.S. Chamber of Commerce.
From 2013 to 2018, Mr. Halverson was Group President and Chief Financial Officer of Caterpillar, the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines, and locomotives. He joined Caterpillar in 1988, serving in various roles of increasing responsibility including leading the Caterpillar financial business unit and the human resources, global supply chain and information services functions.
“We are pleased to welcome Brad to Lear’s Board of Directors," said Greg C. Smith, Lear’s Non-Executive Chairman. “His deep knowledge of global manufacturing, including geopolitical considerations, auditing and finance, and strategic planning, will be instrumental to our plans for profitable growth.”
“Lear has a unique position in the auto industry as a supplier to the world’s major automakers and product capabilities aligned with the megatrends of autonomy, connectivity, electrification and shared mobility,” Mr. Halverson said. “I look forward to sharing my experiences, particularly around investing in technology, harnessing resources to align with growth and providing exceptional service to customers to continue to advance Lear’s strategy.”
Mr. Halverson attended the University of Illinois, where he received a Bachelor of Science in Accounting and an Executive Master of Business Administration. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.
About Lear Corporation
Lear, a global automotive technology leader in Seating and E-Systems, enables superior in-vehicle experiences for consumers around the world. Our diverse team of talented employees in 39 countries is driven by a commitment to innovation, operational excellence, and sustainability. Lear is Making every drive better™ by providing the technology for safer, smarter, and more comfortable journeys. Lear, headquartered in Southfield, Michigan, serves every major automaker in the world and ranks 166 on the Fortune 500.
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