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Washington, D.C. 20549







Date of Report (Date of earliest event reported): April 22, 2020


Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-33160   20-2436320
(State or other jurisdiction of


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))


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. ¨


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







Item 5.07 Submission of Matters to a Vote of Security Holders


The following is a summary of the voting results for each matter presented at the 2020 annual meeting of stockholders of Spirit AeroSystems Holdings, Inc. (the “Company”) held on April 22, 2020.


Proposal 1: Election of Directors. The stockholders elected the ten nominees named in the Company’s 2020 proxy statement to serve as directors until the 2021 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. The voting results for this proposal are as follows:


Name of Director   Votes For   Votes Against   Abstentions   Broker Non-Votes
Stephen A. Cambone   83,706,028   104,500   453,023   4,016,505
Charles L. Chadwell   79,926,519   4,290,767   46,265   4,016,505
Irene M. Esteves   76,715,878   7,514,803   32,870   4,016,505
Paul E. Fulchino   79,482,581   4,741,406   39,564   4,016,505
Thomas C. Gentile III   82,593,190   1,638,921   31,440   4,016,505
Richard A. Gephardt   82,334,614   1,857,470   71,467   4,016,505
Robert D. Johnson   80,059,689   3,756,359   447,503   4,016,505
Ronald T. Kadish   80,729,707   3,084,037   449,807   4,016,505
John L. Plueger   83,578,191   231,556   453,804   4,016,505
Laura H. Wright   83,564,671   258,031   440,849   4,016,505


Proposal 2: Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The voting results for this proposal are as follows:


Votes For   Votes Against   Abstentions   Broker Non-Votes
65,090,953   19,116,963   55,635   4,016,505


Proposal 3: 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 2020. The voting results for this proposal are as follows:


Votes For   Votes Against   Abstentions
88,176,045   66,028   37,983


Proposal 4: Stockholder Proposal to Let Stockholders Vote on Bylaw Amendments. The stockholders did not approve the stockholder proposal regarding letting stockholders approve Board-approved bylaw amendments. The voting results for this proposal are as follows:


Votes For   Votes Against   Abstentions   Broker Non-Votes
2,311,806   81,886,633   65,112   4,016,505






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.



Date: April 28, 2020  By:   /s/ Stacy Cozad  
    Name:   Stacy Cozad  
    Title:   Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer  




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