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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 19, 2020

 

STONERIDGE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Ohio 001-13337 34-1598949
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 

39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377

(Address of principal executive offices, and Zip Code)

 

(248) 489-9300

Registrant’s Telephone Number, Including Area Code

 

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 (see General Instruction A.2. below):

 

¨ 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 Shares, without par value SRI 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).

 

  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. ¨

  

 

 

 

 

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Company held its Annual Meeting of Shareholders on May 19, 2020 (the “2020 Annual Meeting”).

 

At the 2020 Annual Meeting, the Company’s shareholders approved an amendment to the Stoneridge, Inc. 2016 Long-Term Incentive Plan (“2016 LTIP”) to increase Common Shares available for issuance.  The approved amendment to the 2016 LTIP increases the number of Common Shares available for issuance by 1,100,000 Common Shares bringing the total to 2,900,000 Common Shares. A description of the amendment to the 2016 LTIP is included in the Company’s proxy statement which was filed with the Securities and Exchange Commission on Schedule 14A on April 2, 2020.  A copy of the amendment to the 2016 LTIP is attached hereto as Exhibit 99.1.

 

 

ITEM 5.07Submission of Matters to a Vote of Security Holders.

 

At the 2020 Annual Meeting the following matters were voted on by the Company’s shareholders:

 

1.The eight Company nominees for election to the Board of Directors were elected, each for a one-year term, by the following votes:

 

Nominee For Withheld Broker Non-Votes
Jonathan B. DeGaynor 24,376,821   482,406 978,826
Jeffrey P. Draime 23,840,036 1,019,191  978,826
Douglas C. Jacobs 24,333,953   525,274 978,826
Ira C. Kaplan 23,876,240   982,987 978,826
Kim Korth 24,046,814   812,413 978,826
William M. Lasky 22,211,918 2,647,309  978,826
George S. Mayes, Jr. 24,630,814   228,413 978,826
Paul J. Schlather 24,378,487   480,740

978,826

 

2.The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2020 was approved by the following votes:

 

For Against Abstain Broker Non-Votes
25,586,411 250,604 1,038 -

 

3.A non-binding advisory resolution to approve the 2019 compensation paid to the Company’s Named Executive Officers was approved by the following votes:

 

For Against Abstain Broker Non-Votes
24,773,867 65,097 20,263 978,826

 

The Company’s policy is to have an advisory non-binding shareholder vote on the compensation of the Company’s Named Executive Officers on an annual basis. The Company may change this policy after the next required shareholder vote on how frequently shareholders will vote on a non-binding resolution to approve the compensation of the Company’s Named Executive Officers.

 

4.The amendment to 2016 Long-Term Incentive Plan to increase Common Shares available for issuance was approved by the following votes:

 

For Against Abstain Broker Non-Votes
17,546,149 7,306,190 6,888 978,826

 

 

 

 

ITEM 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.  Description

 

99.1

 

First Amendment to the Stoneridge, Inc. 2016 Long-Term Incentive Plan.
104 Cover Page Interactive Data File (the Cover Page Interactive Data File is 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 hereunto duly authorized.

 

  Stoneridge, Inc.
   
Date: May 20, 2020 /s/ Robert R. Krakowiak
 

Robert R. Krakowiak, Executive Vice President

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

FIRST AMENDMENT

TO THE

STONERIDGE, INC.

2016 LONG-TERM INCENTIVE PLAN

 

This First Amendment to the Stoneridge, Inc. 2016 Long-Term Incentive Plan (the “Amendment”), is made as of March 10, 2020 by the Board of Directors (the “Board”) of Stoneridge, Inc., an Ohio corporation (the “Company”). The Amendment will be effective for all Awards granted under the Stoneridge, Inc. 2016 Long-Term Incentive Plan (the “LTIP”), only after the effective date of this Amendment as described herein.

 

WHEREAS, the current LTIP, as previously approved by the Company’s Board of Directors and the Company’s shareholders, authorizes the issuance of 1,800,000 Company Common Shares under the LTIP;

 

WHEREAS, it is the desire of the Company to amend the LTIP, effective as of the date on which the Company’s shareholders approve this Amendment, to increase the maximum number of Common Shares that may be issued and available for Awards under the LTIP; and

 

WHEREAS, the Board approved the Amendment on March 10, 2020, subject to approval by the Company’s shareholders.

 

NOW, THEREFORE, effective as of the date on which this Amendment is approved by the Company’s shareholders, the LTIP is amended as follows:

 

  1. Amendment to Section 3(a) of the LTIP.

 

Section 3(a) of the LTIP is hereby amended and restated in its entirety as follows:

 

“Aggregate Shares Subject to the Plan. Subject to adjustment as provided in Section 3(c), the total number of Shares reserved and available for Awards under the Plan is 2,900,000, pursuant to which the maximum number of Shares which may be issued subject to Incentive Stock Options is 250,000. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.”

 

  2. Amendment to Section 18 of the LTIP.

 

Section 18 of the LTIP is hereby amended and restated in its entirety as follows:

 

This 2016 Long-Term Incentive Plan was adopted by the Board of Directors on March 28, 2016 and approved the Company’s shareholders on May 10, 2016 in accordance with applicable law and the listing standards of the New York Stock Exchange. On March 10, 2020, the Board of Directors approved an amendment to the 2016 Long-Term Incentive Plan to increase the number of Shares available for issuance and Awards thereunder by 1,100,000 Shares bringing the total to 2,900,000 Shares. The March 10, 2020 amendment is subject to the approval by the holders of the Company’s outstanding Shares, in accordance with applicable law and the listing standards of the New York Stock Exchange. This 2016 Long-Term Incentive Plan, as amended, will become effective on the date of such shareholder approval.”

 

  3. Miscellaneous.

 

  (a) Except as amended by this Amendment, the LTIP shall remain in full force and effect.

 

  (b) Capitalized terms used but not defined in this Amendment have the respective meanings ascribed thereto in the LTIP.

 

 

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May 19, 2020
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Document Type 8-K
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Document Period End Date May 19, 2020
Entity File Number 001-13337
Entity Registrant Name STONERIDGE, INC.
Entity Central Index Key 0001043337
Entity Tax Identification Number 34-1598949
Entity Incorporation, State or Country Code OH
Entity Address, Address Line One 39675 MacKenzie Drive
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Novi
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48377
City Area Code 248
Local Phone Number 489-9300
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Title of 12(b) Security Common Shares, without par value
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