Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b), (c), (d) and (e)
On
November 16, 2017, Lear Corporation (the Company) announced that Matthew J. Simoncini tendered to the Board of Directors of the Company (the Board) on November 15, 2017 written notice of his resignation as President
and Chief Executive Officer of the Company and as a member of the Board, effective February 28, 2018. Thereafter, Mr. Simoncini will continue to serve as a non-executive employee of the Company, in a transition and advisory role, until his
retirement from the Company on January 4, 2019. The Board has elected Raymond E. Scott to serve as Mr. Simoncinis replacement in the role of President and Chief Executive Officer of the Company, effective February 28, 2018, and
has also appointed Mr. Scott as a member of the Board, for a term beginning on February 28, 2018 and ending on the date of the 2018 annual meeting of stockholders of the Company.
Mr. Scott, age 52, currently serves as the Companys Executive Vice President and President, Seating, a position he has held since November 2011.
Previously, he served in other positions at the Company, including as Senior Vice President and President, North American Seat Systems Group since August 2006, Senior Vice President and President, North American Customer Group since June 2005,
President, European Customer Focused Division since June 2004 and President, General Motors Division since November 2000.
In connection with the
transition, the Company and Mr. Simoncini entered into a Second Amended and Restated Employment Agreement (the Simoncini Agreement), effective February 28, 2018. Under the Simoncini Agreement, Mr. Simoncini will serve as a
non-executive employee of the Company in a consulting and advisory role, from the effective date thereof through Mr. Simoncinis retirement from the Company on January 4, 2019 (or his earlier termination in accordance with the
Simoncini Agreement) (the Term). During the Term, Mr. Simoncini will assist with the leadership transition as reasonably requested by Mr. Scott, including working on special projects and community relations efforts. In exchange
for providing such transition services during the Term, Mr. Simoncini will receive a base salary of $15,000 per month, continue to participate in the Companys employee benefit plans, as in effect from time to time, and be eligible to
receive a cash performance bonus solely with respect to the two months in the 2018 performance year during which he will serve as President and Chief Executive Officer of the Company (determined based on Mr. Simoncinis base salary in
effect during those two months).
In the event that Mr. Simoncinis employment terminates for any reason during the Term, Mr. Simoncini
will not be entitled to receive any cash severance benefits. However, if Mr. Simoncinis employment terminates prior to January 4, 2019 due to Mr. Simoncinis incapacity, without cause, for good
reason, or due to Mr. Simoncinis death, (i) his outstanding and unvested time-based equity awards under the Companys 2009 Long-Term Stock Incentive Plan, as amended (the LTSIP), will vest in full and
(ii) Mr. Simoncini will be entitled to receive vesting of any performance-based awards under the LTSIP through January 4, 2019. The Simoncini Agreement otherwise contains terms substantially similar to those of
Mr. Simoncinis employment agreement in effect prior to the amendment and restatement, including restrictive covenants relating to non-competition, confidential information, and non-solicitation of the Companys employees and
customers.
A copy of the press release announcing Mr. Scotts appointment President and Chief Executive Officer of the Company and as a member
of the Board and Mr. Simoncinis concurrent transition to a non-executive employee role, in each case, effective February 28, 2018, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.