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 6, 2013

 

 

Stoneridge, Inc.

 

(Exact name of registrant as specified in its charter)

 

Ohio 001-13337 34-1598949
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

9400 East Market Street  
Warren, Ohio 44484
(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code: (330) 856-2443

 

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 (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))

 

 
 

 

Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard.

 

On May 6, 2013, Stoneridge, Inc. (the “Company”) received a letter (the “Letter”) from the New York Stock Exchange LLC (“NYSE”) as a result of the Company’s failure to provide timely notice to the NYSE of the record date for the Company’s Annual Meeting of Shareholders held on May 6, 2013 (the “Annual Meeting”). The NYSE Listed Company Manual requires that notice of the record date be provided to the NYSE at least ten days prior to the record date.

 

The Company has investigated this matter and determined that the reporting of the incorrect record date was a result of a clerical error. The record date submitted in our filing with the NYSE on March 26, 2013 was April 5, 2013 (which was 10 days prior to reported record date); however, the actual record date was April 1, 2013. The Letter was issued pursuant to Section 303.A.13 of the NYSE Listed Company Manual.

 

The Company notes that this was an isolated incident and that t he Letter states that the Company has not fallen below any financial or other continued listing standards. The Company believes it has been and is in compliance with all other NYSE listing standards. All other notices and filings in connection with the Annual Meeting were timely made.

 

Item 5.02

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

Compensatory Arrangements of Certain Officers.

 

Amendment to Amended and Restated Long-Term Incentive Plan, as amended

 

At the Annual Meeting the Company’s shareholders approved an amendment to the Amended and Restated Long-Term Incentive Plan, as amended (the “LTIP”).  The amendment increases the number of common shares available for issuance under the LTIP from 3.0 million to 4.5 million.  A description of the amendment and the LTIP were included in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on Schedule 14A on April 8, 2013.  A copy of the amendment to the LTIP is attached hereto as Exhibit 99.1.

 

Amendment to Amended Directors’ Restricted Shares Plan Amendment

 

At the Annual Meeting the Company’s shareholders also approved an amendment to the Amended Directors’ Restricted Shares Plan (the “Directors’ Plan”).  The amendment increases the number of common shares available for issuance under the Directors’ Plan from 500,000 to 700,000.  A description of the amendment and the Directors’ Plan were included in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on Schedule 14A on April 8, 2013.   A copy of the amendment to the Directors’ Plan is attached hereto as Exhibit 99.2.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting on May 6, 2013. The following matters were voted on by shareholders at the Annual Meeting:

 

1. The eight nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

 

Nominee For Withheld Broker Non-Votes
John C. Corey 23,459,621 240,995 2,592,790
Jeffrey P. Draime 23,282,415 418,201 2,592,790
Douglas C. Jacobs 23,168,850 531,766 2,592,790
Ira C. Kaplan 23,352,508 348,108 2,592,790
Kim Korth 23,258,619 441,997 2,592,790
William M. Lasky 23,188,791 511,825 2,592,790
George S. Mayes, Jr. 23,450,893 249,723 2,592,790
Paul J. Schlather 23,356,989 343,627

2,592,790 

 

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2. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2013 was approved based on the following votes:

 

For Against Abstain Broker Non-Votes
25,740,305 536,190 16,911 -

 

3. The 2012 compensation paid to the Company’s Named Executive Officers was approved based on the following advisory non-binding votes:

 

For Against Abstain Broker Non-Votes
19,425,876 3,411,114 863,626 2,592,790
       

 

4. The proposal to approve an amendment to Stoneridge’s Amended and Restated Long-Term Incentive Plan, as amended, was approved based on the following votes:

 

For Against Abstain Broker Non-Votes
15,337,613 8,326,420 36,583 2,592,790

 

5. The proposal to approve an amendment to Stoneridge’s Amended Directors’ Restricted Shares Plan was approved based on the following votes:

 

For Against Abstain Broker Non-Votes
16,122,935 7,541,700 35,981 2,592,790

  

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

  

99.1 First Amendment to the Stoneridge, Inc. Amended and Restated Long-Term Incentive Plan, as amended

 

99.2 First Amendment to the Stoneridge, Inc. Amended Directors’ Restricted Shares Plan

 

 

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:  May 8, 2013 /s/ George E. Strickler
  George E. Strickler, Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
   

 

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Exhibit Index

 

 

99.1 First Amendment to the Stoneridge, Inc. Amended and Restated Long-Term Incentive Plan, as amended

 

99.2 First Amendment to the Stoneridge, Inc. Amended Directors’ Restricted Shares Plan

 

 

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Exhibit 99.1

 

FIRST AMENDMENT

TO THE

STONERIDGE, INC.

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN, AS AMENDED

 

This First Amendment to the Stoneridge, Inc. Amended and Restated Long-Term Incentive Plan, as amended (the “Amendment”), is made as of February 5, 2013 by the Board of Directors (the “Board”) of Stoneridge, Inc., an Ohio corporation (the “Company”). The Amendment will be effective for all Awards granted under the Stoneridge, Inc. Amended and Restated Long-Term Incentive Plan, as amended (the “LTIP”), only after the effective date of this Amendment as described herein.

 

WHEREAS, the current LTIP, as previously approved by the Company and the Company’s shareholders, authorizes the issuance of 3,000,000 Company Common Shares under the LTIP;

 

WHEREAS, it is the desire of the Company to amend the LTIP, effective as of the date on which the Company’s shareholders approve this Amendment, to increase the maximum number of Common Shares that may be issued and available for Awards under the LTIP;

 

WHEREAS, the Board approved the Amendment on February 5, 2013, subject to approval by the Company’s shareholders;

 

NOW, THEREFORE, effective as of the date on which this Amendment is approved by the Company’s shareholders, the LTIP is amended as follows:

 

1. Amendment to Section 3(a) of the LTIP .

 

Section 3(a) of the LTIP is hereby amended and restated in its entirety as follows:

 

“Aggregate Shares Subject to the Plan . Subject to adjustment as provided in Section 3(c), the total number of Shares reserved and available for Awards under the Plan is 4,500,000, pursuant to which the maximum number of Shares which may be issued subject to Incentive Stock Options is 500,000. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.”

 

2. Amendment to Section 16 of the LTIP .

 

Section 16 of the LTIP is hereby amended and restated in its entirety as follows:

 

“The Company’s Amended and Restated Long-Term Incentive Plan, as amended, was adopted by the Board of Directors on February 15, 2010, and was approved by the Company’s Shareholders on May 17, 2010, in accordance with applicable law and the listing standards of the New York Stock Exchange. On February 5, 2013 the Board of Directors approved an amendment to the Amended and Restated Long-Term Incentive Plan, as amended, to increase the number of Shares available for issuance and Awards thereunder by 1,500,000 Shares bringing the total to 4,500,000 Shares. The February 5, 2013 amendment is subject to the approval by the holders of the Company’s outstanding Shares, in accordance with applicable law and the listing standards of the New York Stock Exchange. This Amended and Restated Long-Term Incentive Plan, as amended, will become effective on the date of such shareholder approval.”

 

3. Miscellaneous .

 

(a) Except as amended by this Amendment, the LTIP shall remain in full force and effect.

 

(b) Capitalized terms used but not defined in this Amendment have the respective meanings ascribed thereto in the LTIP.

 

 

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Exhibit 99.2

 

FIRST AMENDMENT

TO THE

STONERIDGE, INC.

AMENDED DIRECTORS’ RESTRICTED SHARES PLAN

 

This First Amendment to the Stoneridge, Inc. Amended Directors’ Restricted Shares Plan (the “Amendment”), is made as of February 5, 2013 by the Board of Directors (the “Board”) of Stoneridge, Inc., an Ohio corporation (the “Company”). The Amendment will be effective for all Awards granted under the Stoneridge, Inc. Amended Directors’ Restricted Shares Plan (the “Directors’ Plan”), only after the effective date of this Amendment as described herein.

 

WHEREAS, the current Directors’ Plan, as previously approved by the Company and the Company’s shareholders, authorizes the issuance of 500,000 Company Common Shares under the Directors’ Plan;

 

WHEREAS, it is the desire of the Company to amend the Directors’ Plan, effective as of the date on which the Company’s shareholders approve this Amendment, to increase the maximum number of Common Shares that may be issued and available for grants of Restricted Shares under the Directors’ Plan;

 

WHEREAS, the Board approved the Amendment on February 5, 2013, subject to approval by the Company’s shareholders;

 

NOW, THEREFORE, effective as of the date on which this Amendment is approved by the Company’s shareholders, the Directors’ Plan is amended as follows:

 

1. Amendment to Section 4 of the Directors’ Plan.

 

Section 4 of the Directors’ Plan is hereby amended and restated in its entirety as follows:

 

“The maximum aggregate number of Common Shares that may be issued under the Plan as Restricted Shares shall be 700,000 Common Shares, without par value. The shares that may be issued under the Plan may be authorized but unissued shares or issued shares reacquired by the Company and held as Treasury Shares. In the event of a reorganization, recapitalization, share split, share dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Company will make such adjustments as it deems appropriate in the number and kind of Common Shares reserved for issuance under the Plan. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation, all Restricted Shares that were granted hereunder and that are outstanding on the date of such event shall immediately vest and no longer be subject to forfeiture on the date of such event.”

 

2. Amendment to Section 16 of the Directors’ Plan.

 

Section 16 of the Directors’ Plan is hereby amended and restated in its entirety as follows:

 

“16. Effective Date .

 

The Plan, as amended (changing the number of Common Shares that may be issued under the Plan in Section 4 from 500,000 to 700,000) shall become effective on the day it is approved by the Company’s shareholders.”

 

3. Miscellaneous .

 

(a) Except as amended by this Amendment, the Directors’ Plan shall remain in full force and effect.

 

(b) Capitalized terms used but not defined in this Amendment have the respective meanings ascribed thereto in the Directors’ Plan.

 

 

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