SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Entry into a Material Definitive Agreement.
On May 7, 2021, Stoneridge, Inc. (the “Company”), as seller, entered into a Real Estate Purchase and Sale Agreement (the “Agreement”) with Sun Life Assurance Company of Canada, a Canadian corporation, as buyer (the “Buyer”), to sell the land and building located at 300 Dan Road, in Canton, Massachusetts for $38.2 million (subject to adjustment pursuant to the Agreement). Pursuant to the Agreement, the Buyer has a study period until May 20, 2021 to conduct on-site visits and reasonable necessary inspections of the property and shall have the option to terminate the Agreement on or before May 20, 2021. Provided that the Buyer has not terminated the Agreement, the closing of the sale of the Canton, Massachusetts land and building shall occur on the date that is ten days following May 20, 2021 or if applicable, the first business day thereafter, unless otherwise agreed upon in writing by the Company and the Buyer. The Agreement contains additional customary provisions for the type of property being sold.
The description of the Agreement does not purport to be complete and is qualified in its entirety to the full text of the Agreement which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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 11, 2021 (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company’s shareholders approved the Company’s Annual Incentive Plan (the “AIP”). A description of the AIP is included in the Company’s proxy statement which was filed with the Securities and Exchange Commission on Schedule 14A on April 1, 2021. The AIP is attached hereto as Exhibit 10.2.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting the following matters were voted on by the Company’s shareholders:
|1.||The nine Company nominees for election to the Board of Directors were elected, each for a one-year term, by the following votes:|
Jonathan B. DeGaynor
Jeffrey P. Draime
Douglas C. Jacobs
Ira C. Kaplan
William M. Lasky
George S. Mayes, Jr.
Paul J. Schlather
Frank S. Sklarsky
|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, 2021 was approved by the following votes:|
|3.||A non-binding advisory resolution to approve the 2020 compensation paid to the Company’s Named Executive Officers was approved by the following votes:|
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 Company’s new Annual Incentive Plan was approved by the following votes:|
ITEM 9.01Financial Statements and Exhibits.
Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
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.
Date: May 12, 2021
/s/ Robert R. Krakowiak
Robert R. Krakowiak, Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)