Current Report Filing (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): May 18, 2017

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

On May 18, 2017, Lear Corporation (“Lear”) 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
Richard H. Bott		55,824,678		32,172		62,055		3,691,223
Thomas P. Capo		55,753,863		102,458		62,584		3,691,223
Jonathan F. Foster		54,380,016		1,477,313		61,576		3,691,223
Mary Lou Jepsen		55,829,196		28,628		61,081		3,691,223
Kathleen A. Ligocki		55,822,480		34,769		61,656		3,691,223
Conrad L. Mallett, Jr.		55,191,582		708,479		18,844		3,691,223
Donald L. Runkle		55,812,447		43,652		62,806		3,691,223
Matthew J. Simoncini		55,823,598		33,279		62,028		3,691,223
Gregory C. Smith		55,824,871		31,816		62,218		3,691,223
Henry D.G. Wallace		55,527,761		372,582		18,562		3,691,223

Ratification of appointment of independent registered public accounting firm		58,686,233		830,786		93,109

Advisory approval of Lear Corporation’s executive compensation		53,982,647		1,768,729		167,529		3,691,223


	Shares Voted for 1-Year		Shares Voted for 2-Years		Shares Voted for 3-Years		Abstentions		Broker Non-Votes

Advisory approval of the frequency of the advisory vote on Lear Corporation’s executive compensation		48,507,829		32,857		7,348,645		29,574		3,691,223

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.