Document
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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 21, 2020

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).
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





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Cover Page Document
May 21, 2020
Cover page.  
Document Period End Date May 21, 2020
Document Type 8-K
Entity Central Index Key 0000842162
Title of 12(b) Security Common stock, par value $0.01
Entity Incorporation, State or Country Code DE
Entity File Number 1-11311
Entity Tax Identification Number 13-3386776
Trading Symbol LEA
Security Exchange Name NYSE
Amendment Flag false
Entity Registrant Name LEAR CORPORATION
Entity Address, Address Line One 21557 Telegraph Road
Entity Address, City or Town Southfield
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48033
City Area Code 248
Local Phone Number 447-1500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false