8-K

Lear Corporation

Date: May 16, 2019

/s/ Jeffrey H. Vanneste

Jeffrey H. Vanneste

Senior Vice President and

Chief Financial Officer

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 16, 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) ☐

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(e) of the Exchange Act ☐

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

Section 5 — Corporate Governance and Management

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 16, 2019, Lear Corporation 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
Thomas P. Capo		52,525,888		349,884		13,544		2,854,385
Mei-Wei Cheng		52,860,723		14,328		14,265		2,854,385
Jonathan F. Foster		50,068,570		2,805,328		15,418		2,854,385
Mary Lou Jepsen		52,761,560		114,555		13,201		2,854,385
Kathleen A. Ligocki		52,571,942		303,986		13,388		2,854,385
Conrad L. Mallett, Jr.		52,257,586		617,714		14,016		2,854,385
Raymond E. Scott		52,849,900		24,879		14,537		2,854,385
Gregory C. Smith		52,684,145		190,168		15,003		2,854,385
Henry D.G. Wallace		51,674,661		1,199,346		15,309		2,854,385

Ratification of appointment of independent registered public accounting firm		54,646,044		1,056,653		41,004		N/A

Advisory approval of Lear Corporation’s executive compensation		51,407,825		1,430,127		51,364		2,854,385
Approval of the Lear Corporation 2019 Long-Term Incentive Stock Plan		50,417,672		2,436,607		35,037		2,854,385

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.