Current Report Filing (8-k)
February 14 2022 - 6:18PM
Edgar (US Regulatory)
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2022-02-14
2022-02-14
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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): February 14, 2022
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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(I.R.S.
Employer Identification No.)
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3801 South Oliver
Wichita, Kansas
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67210
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (316) 526-9000
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Not Applicable
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(Former name or former address, if changed since last
report.)
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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:
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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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¨
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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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¨
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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 (17 CFR §230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
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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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Appointment
of Directors
On
February 14, 2022, the board of directors (the “Board”) of Spirit AeroSystems Holdings, Inc. (the “Company”)
approved an increase in the size of the Board from twelve (12) to thirteen (13) directors and appointed James Ray Jr. to the Board, effective
as of February 14, 2022. Mr. Ray has been named a member of the Compensation and Risk Committees of the Board.
Mr.
Ray will receive a pro rata cash retainer and equity award under the current 2021-2022 non-employee director compensation program. Mr.
Ray is expected to enter into the Company’s standard form indemnification agreement for directors.
There
are no arrangements or understandings between Mr. Ray and any other person pursuant to which he was selected as a director of the Company.
There are no transactions in which Mr. Ray has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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Item 7.01
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Regulation FD Disclosure.
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On
February 14, 2022, the Company issued a press release announcing the director appointment. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, nor
shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly
set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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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Dated: February 14, 2022
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By:
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/s/ Mindy McPheeters
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Mindy McPheeters
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Senior Vice President, General Counsel and Corporate Secretary
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