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): February 21, 2023

STONERIDGE, INC.

(Exact Name of Registrant as Specified in its Charter)

Ohio	001-13337	34-1598949
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377

(Address of principal executive offices, and Zip Code)

(248) 489-9300

Registrant’s Telephone Number, Including Area Code

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Shares, without par value	SRI	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 o

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. o

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    After a comprehensive search by a national third-party search firm conducted on behalf of the Nominating and Corporate Governance Committee (the “NCG Committee”) of the Company’s Board of Directors (the “Board”), and after a recommendation by the NCG Committee, effective February 21, 2023, the Board elected Carsten J. Reinhardt, 55, to the Board. In conjunction with Mr. Reinhardt’s election, the Board increased the Board’s size by one to bring the total number of directors to nine. Mr. Reinhardt will serve a term that continues until the 2023 Annual Meeting of Shareholders , and is expected to be a nominee for Board election by the shareholders at the 2023 Annual Meeting of Shareholders.

Mr. Reinhardt’s compensation for his services as a director will be the same as the Company’s other non-management, independent directors, as described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 7, 2022, under “Director Compensation.”

There are no arrangements or understandings between Mr. Reinhardt and any other person pursuant to which Mr. Reinhardt was elected as a director. The Company believes there are no transactions in which Mr. Reinhardt has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Reinhardt meets the independence criteria set forth in the Company’s corporate governance guidelines and applicable rules of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.

Please refer to the press release dated February 21, 2023 announcing Mr. Reinhardt’s appointment to the Company’s Board of Directors for additional information regarding his background.

ITEM 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release, dated February 21, 2023, announcing the election of Carsten J. Reinhardt to the Company’s Board of Directors.
104	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

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 hereunto duly authorized.

	Stoneridge, Inc.
Date: February 21, 2023	/s/ Matthew R. Horvath
	Matthew R. Horvath Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-99.1

Exhibit 99.1

Stoneridge Elects Carsten J. Reinhardt to Board of Directors

NOVI, Mich. — February 21, 2023 — Stoneridge, Inc. (NYSE: SRI), a leader in highly engineered electrical and electronic components for the commercial vehicle, automotive, and off-highway industries, today announced that Carsten J. Reinhardt has been elected to its board of directors.

Previously, Reinhardt served as president and chief executive officer of Voith Turbo, a supplier of advanced drivetrain technologies. Prior to that Reinhardt served as COO of Meritor Inc. and as President of Meritor’s Commercial Vehicle Division. Before joining Meritor, Reinhardt served as President and CEO of Detroit Diesel Corporation, following a variety of management positions at Daimler Trucks North America, Freightliner and Western Star Trucks.

Reinhardt currently serves as an independent senior advisor providing consulting support on enterprise strategy, operations improvement, sales growth, product management, human capital development, and M&A to various public and private companies in Europe and North America.

Reinhardt serves as the vice chairman of the board for Grundfos Holding A/S, a leading global pump and water solutions company. He also serves as a board member for SAF-Holland SE, a leading Tier 1 supplier to the commercial vehicle industry. Reinhardt also serves as chairman of the advisory board for Tmax Holding GmbH, a specialty supplier of high-temperature insulation technologies, and is a member of the advisory board for Beinbauer Automotive GmbH, a machining supplier to commercial vehicle and off-highway OEMs.

“Carsten has three decades of experience in the commercial vehicle and automotive industries including executive leadership roles with some of the world’s leading commercial vehicle manufacturers and suppliers,” said William M. Lasky, chairman of the board, Stoneridge, Inc. “Carsten’s knowledge of Stoneridge’s global end-markets and customers, coupled with his extensive business strategy, M&A, and engineering experience in global businesses will be invaluable as the Company continues to execute its growth strategy.”

Reinhardt earned a bachelor’s degree in mechanical engineering from Esslingen University and a master’s degree in automotive engineering from the University of Hertfordshire, UK. He currently resides in Stuttgart.

In conjunction with the election of Reinhardt to the board of directors, the Board size was increased to 9 members. Stoneridge recently announced a continued board refreshment plan to attract the necessary talent to impact and accelerate the Company’s transformation.

About Stoneridge, Inc.

Stoneridge, Inc., headquartered in Novi, Michigan, is a global designer and manufacturer of highly engineered electrical and electronic systems, components, and modules for the automotive, commercial, off-highway and agricultural vehicle markets. Additional information about Stoneridge can be found at www.stoneridge.com.

For more information, contact Kelly K. Harvey, Director Investor Relations (Kelly.Harvey@Stoneridge.com)

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XML

Cover	Feb. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 21, 2023
Entity Registrant Name	STONERIDGE, INC.
Entity Incorporation, State or Country Code	OH
Entity File Number	001-13337
Entity Tax Identification Number	34-1598949
Entity Address, Address Line One	39675 MacKenzie Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Novi
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48377
City Area Code	248
Local Phone Number	489-9300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	SRI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001043337
Amendment Flag	false