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): April 26, 2023
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33160 | 20-2436320 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3801
South Oliver, Wichita, Kansas 67210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (316) 526-9000
| Not Applicable | ||
| (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 (see General Instruction A.2. below):
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each
exchange on which registered | ||
| Class A common stock, par value $0.01 per share | SPR | 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 ¨
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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 26, 2023, Spirit AeroSystems Holdings, Inc. (the “Company”) held its 2023 annual meeting of stockholders. The following is a summary of the voting results for each matter presented at the Company’s 2023 annual meeting of stockholders.
Proposal 1: Election of Directors. The stockholders elected the following eleven nominees to serve as directors until the 2024 annual meeting of stockholders and until the election and qualification of his or her respective successor, subject to each director’s earlier death or disability. Voting results for this proposal follow.
| Name of Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Stephen A. Cambone | 71,810,640 | 1,079,488 | 93,289 | 9,821,584 | ||||||||||||
| Irene M. Esteves | 72,123,968 | 763,757 | 95,692 | 9,821,584 | ||||||||||||
| William A. Fitzgerald | 68,151,871 | 4,738,139 | 93,407 | 9,821,584 | ||||||||||||
| Paul E. Fulchino | 62,568,550 | 10,321,037 | 93,830 | 9,821,584 | ||||||||||||
| Thomas C. Gentile III | 70,549,828 | 2,329,520 | 104,069 | 9,821,584 | ||||||||||||
| Robert D. Johnson | 62,964,980 | 9,865,926 | 152,511 | 9,821,584 | ||||||||||||
| Ronald T. Kadish | 63,095,960 | 9,791,524 | 95,933 | 9,821,584 | ||||||||||||
| John L. Plueger | 69,195,935 | 3,689,419 | 98,063 | 9,821,584 | ||||||||||||
| James R. Ray Jr. | 69,198,573 | 3,674,290 | 110,554 | 9,821,584 | ||||||||||||
| Patrick M. Shanahan | 69,194,810 | 3,703,410 | 85,197 | 9,821,584 | ||||||||||||
| Laura H. Wright | 62,010,977 | 10,873,832 | 98,608 | 9,821,584 | ||||||||||||
Proposal 2: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, voting annually on the compensation of the Company’s named executive officers. Voting results for this proposal follow.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 70,506,570 | 45,055 | 2,388,299 | 43,493 | 9,821,584 |
Proposal 3: Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. Voting results for this proposal follow.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 66,486,753 | 6,424,190 | 72,474 | 9,821,584 |
Proposal 4: Approval of the Company’s Amended and Restated 2014 Omnibus Incentive Plan. The stockholders approved the Company’s Amended and Restated 2014 Omnibus Incentive Plan. Voting results for this proposal follow.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 55,959,743 | 16,670,510 | 353,164 | 9,821,584 |
Proposal 5: Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s registered public accounting firm for fiscal year 2023. Voting results for this proposal follow.
| Votes For | Votes Against | Abstentions | ||
| 80,158,768 | 2,599,805 | 46,428 |
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.
| SPIRIT AEROSYSTEMS HOLDINGS, INC. | ||
Date: April 28, 2023 |
/s/ Mindy McPheeters | |
| Name: | Mindy McPheeters | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |