Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2023

(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI 48033
(Address of principal executive offices)

(248) 447-1500
(Registrant’s telephone number, including area code)

(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.01 LEANew 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).
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 5.07 Submission of Matters to a Vote of Security Holders
On May 18, 2023, Lear Corporation (“Lear”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting:

Voted For
Voted Against
Election of directors
Mei-Wei Cheng53,302,939726,43736,4651,052,136
Jonathan F. Foster50,315,1913,714,31436,3361,052,136
Bradley M. Halverson53,207,148822,24436,4491,052,136
Mary Lou Jepsen53,138,238891,87735,7261,052,136
Roger A. Krone53,554,481474,93636,4241,052,136
Patricia L. Lewis53,127,923902,08135,8371,052,136
Kathleen A. Ligocki52,640,7041,387,57737,5601,052,136
Conrad L. Mallett, Jr.50,028,0174,001,37036,4541,052,136
Raymond E. Scott53,578,800451,40835,6331,052,136
Gregory C. Smith50,717,6253,311,62136,5951,052,136
Ratification of appointment of independent registered public accounting firm
Advisory approval of Lear’s executive compensation
Approval of an amendment to Lear’s 2019 Long-Term Stock Incentive Plan

Shares Voted for 1-YearShares Voted for 2-YearsShares Voted for 3-YearsAbstentionsBroker Non-Votes
Advisory approval of the frequency of the advisory vote on Lear’s executive compensation
51,536,217 13,310 2,484,631 31,683 3,691,223 

Based on the recommendation of Lear’s Board of Directors (the “Board’) and the voting results above, the Board has determined that future advisory votes on executive compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes.


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 18, 2023  By: /s/ Jason M. Cardew
  Name: Jason M. Cardew
  Title: Senior Vice President and Chief Financial Officer