Current Report Filing (8-k)
June 17 2020 - 10:54AM
Edgar (US Regulatory)
0001364885
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0001364885
2020-06-10
2020-06-11
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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): June 11, 2020
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-33160
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20-2436320
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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):
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Class A Common Stock, par value $0.01 per share
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SPR
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New York Stock Exchange
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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 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
June 11, 2020, the Boards of Spirit AeroSystems Holdings, Inc. (the “Company”) and Spirit AeroSystems, Inc. (“Spirit”),
the Company’s wholly owned subsidiary, appointed Damon Ward, age 45, as the Company’s and Spirit’s Vice President,
Controller and Principal Accounting Officer. Mr. Ward had previously been serving as the Company’s and Spirit’s Interim
Controller and Principal Accounting Officer as disclosed (along with other information required by this Current Report on Form
8-K) in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2020 (the
“Prior Report”). The information pertaining to Mr. Ward in the Prior Report is incorporated herein by reference.
On
June 11, 2020, the Boards approved an increase to Mr. Ward’s compensation. Mr. Ward will receive an annual salary of $275,000,
which may be adjusted from time to time based on performance (and is currently subject to a 20% reduction applicable to all Company
and Spirit executives in light of recent market conditions). In addition, Mr. Ward is eligible to participate in the compensation
programs and benefit plans provided to other executives of the Company, as described in the Company’s Proxy Statement for
its 2020 Annual Meeting of Stockholders filed with the Commission on March 20, 2020. Mr. Ward will be entitled to receive an annual
cash award under the Company’s STIP with a target value equal to 45% of his base salary, if target performance goals are
reached, and up to 90% of his base salary, if outstanding performance goals are reached. Subject to approval by the Company’s
Compensation Committee, Mr. Ward will receive an annual award under the LTIP with a value equal to 65% of his base salary.
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.
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SPIRIT AEROSYSTEMS HOLDINGS, INC.
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Date: June 17, 2020
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By:
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/s/ Stacy Cozad
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Name:
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Stacy Cozad
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Title:
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Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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