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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 20, 2021

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 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:

☐    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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common stock, par value $0.01			LEA			New York Stock Exchange

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 ☐

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Section 5 - Corporate Governance and Management

Item 5.02.			Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 20, 2021, 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, Thomas P. Capo did not stand for re-election to the Company’s Board of Directors (the “Board”) at the Annual Meeting. In connection with Mr. Capo’s retirement, the Board appointed Kathleen A. Ligocki as the Chairperson of the Compensation Committee 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
Mei-Wei Cheng						53,402,942						360,755						21,073						1,031,631
Jonathan F. Foster						52,090,810						1,673,267						20,693						1,031,631
Bradley M. Halverson						53,721,927						41,722						21,121						1,031,631
Mary Lou Jepsen						53,105,922						658,400						20,448						1,031,631
Roger A. Krone						53,697,236						66,442						21,092						1,031,631
Patricia L. Lewis						53,569,646						191,947						23,177						1,031,631
Kathleen A. Ligocki						52,485,858						1,278,579						20,333						1,031,631
Conrad L. Mallett, Jr.						52,609,198						1,155,025						20,547						1,031,631
Raymond E. Scott						53,522,974						241,752						20,044						1,031,631
Gregory C. Smith						52,772,427						991,640						20,703						1,031,631
Ratification of appointment of independent registered public accounting firm						53,907,877						889,188						19,336						N/A
Advisory approval of Lear Corporation’s executive compensation						52,162,389						1,399,577						222,804						1,031,631

 

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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 20, 2021

By:

/s/ Jason M. Cardew

Name:

Jason M. Cardew

Title:

Senior Vice President and Chief Financial Officer