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 15, 2014
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)) |
Section 5—Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2014, Lear Corporation (“Lear”) held its annual meeting of stockholders. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes |
|||||||||||||
| Election of directors |
||||||||||||||||
| Richard H. Bott |
67,735,557 | 12,622 | 134,347 | 3,302,387 | ||||||||||||
| Thomas P. Capo |
67,738,095 | 10,141 | 134,290 | 3,302,387 | ||||||||||||
| Jonathan F. Foster |
66,839,995 | 908,316 | 134,215 | 3,302,387 | ||||||||||||
| Kathleen A. Ligocki |
67,725,044 | 24,617 | 132,865 | 3,302,387 | ||||||||||||
| Conrad L. Mallett, Jr. |
67,403,915 | 345,754 | 132,857 | 3,302,387 | ||||||||||||
| Donald L. Runkle |
67,733,939 | 15,729 | 132,858 | 3,302,387 | ||||||||||||
| Matthew J. Simoncini |
67,737,834 | 10,605 | 134,087 | 3,302,387 | ||||||||||||
| Gregory C. Smith |
67,735,416 | 13,153 | 133,957 | 3,302,387 | ||||||||||||
| Henry D.G. Wallace |
67,011,879 | 736,689 | 133,958 | 3,302,387 | ||||||||||||
| Ratification of appointment of independent registered public accounting firm |
70,551,780 | 496,824 | 136,309 | |||||||||||||
| Advisory approval of Lear Corporation’s executive compensation |
66,546,200 | 1,058,161 | 278,165 | 3,302,387 | ||||||||||||
| Approval of the material terms of the performance goals under the Lear Corporation 2009 Long-Term Stock Incentive Plan |
65,590,121 | 2,066,784 | 225,621 | 3,302,387 | ||||||||||||
| Approval of the material terms of the performance goals under the Lear Corporation Annual Incentive Plan |
66,047,947 | 1,608,055 | 226,524 | 3,302,387 | ||||||||||||
Section 8 – Other Events
Item 8.01 Other Events.
On May 15, 2014, Lear announced that its Board of Directors has declared a $0.20 per share quarterly cash dividend on Lear’s common stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits:
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release, dated May 15, 2014 | |
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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 16, 2014 | By: | /s/ Jeffrey H. Vanneste | ||||||
| Name: | Jeffrey H. Vanneste | |||||||
| Title: | Senior Vice President and | |||||||
| Chief Financial Officer | ||||||||
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EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release, dated May 15, 2014 | |
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