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.

	Lear Corporation
Date: January 24, 2019	By:	/s/ Jeffrey H. Vanneste
	Name:	Jeffrey H. Vanneste
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Lear Contact: Katya Pruett

248-447-1646

Lear Corporation Appoints Mei-Wei Cheng to Board of Directors

SOUTHFIELD, Mich., Jan. 24, 2019 /PRNewswire/ — Lear Corporation (NYSE: LEA), a global automotive technology leader, today announced that Mei-Wei Cheng has been appointed to Lear’s Board of Directors.

Mr. Cheng currently serves as the Non-Executive Chairman of the Board of Directors of HCP Packaging and is a member of the Board of Directors of both Interplex Holdings Pte. Ltd. and NIU Technologies. He previously served as the Non-Executive Chairman of the Board of Directors of Pactera, a Blackstone portfolio company, as well as a director and senior advisor to several other manufacturing and technology companies.

From 2010 to 2014, Mr. Cheng was CEO of Siemens North East Asia and President and CEO of Siemens Ltd., China. Prior to joining Siemens, Mr. Cheng spent more than a decade at Ford Motor (China) Ltd. as Chairman and CEO. In addition, Mr. Cheng has served as Chairman and CEO of GE (China) Ltd. and President of AT&T China.

Mr. Cheng has lectured on “Leadership” and “How to Do Business in China” at Cornell, Dartmouth, the China Europe International Business School and various multinational companies.

“We are pleased to welcome Mei-Wei to Lear’s Board of Directors,” said Henry D.G. Wallace, Lear’s Non-Executive Chairman. “Mei-Wei’s deep knowledge of the Chinese market, strong leadership, and executive experience will be instrumental in helping guide our growth and strategy, particularly in China.”

Mr. Cheng holds a bachelor’s degree in industrial engineering/operations research from Cornell University, an MBA from Rutgers University, and is a graduate of Dartmouth’s Tuck Executive Program and MIT’s Program for Senior Executives.

About Lear Corporation

Lear Corporation is one of the world’s leading suppliers of automotive seating systems and electrical systems (E-Systems). Lear serves every major automaker in the world, and Lear content can be found on more than 400 vehicle nameplates. Lear’s world-class products are designed, engineered and manufactured by a diverse team of approximately 169,000 employees located in 39 countries. Lear currently ranks #148 on the Fortune 500. Lear’s headquarters are in Southfield, Michigan. Further information about Lear is available at lear.com or follow us on Twitter @LearCorporation. Lear is where passion drives possibilities.

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