Edgar Filing: LEAR CORP

Lear Corporation

Date: January 24, 2019

/s/ Jeffrey H. Vanneste

Jeffrey H. Vanneste

Senior Vice President and Chief Financial Officer

Form 8-K

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): January 23, 2019

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 offices)

(Zip Code)

(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))

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(e) of the Exchange Act ☐

Section 5 – Corporate Governance and Management

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Plans.

On January 23, 2019, Lear Corporation (the “Company”) elected Mei-Wei Cheng to the Board of Directors of the Company (the “Board”), effective immediately, for a term ending at the 2019 annual meeting of stockholders of the Company. Mr. Cheng’s election expands the size of the Board to ten directors.

In connection with his election, the Board approved the payment to Mr. Cheng of the monthly non-employee director cash retainer of $9,583 under the Company’s Outside Director Compensation Plan, commencing in January 2019. The Board also approved a pro-rata grant to Mr. Cheng of shares of common stock of the Company having an aggregate grant date value of approximately $53,333, which equals 1/3 of the annual unrestricted stock retainer for non-employee directors under the Company’s Outside Director Compensation Plan.

There are no arrangements or understandings between Mr. Cheng and any other persons pursuant to which he was elected as a director of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Cheng and the Company that would be required to be reported.

A copy of the press release announcing Mr. Cheng’s election to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

99.1		Press Release dated January 24, 2019

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.