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): April 26, 2023

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

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

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 5.07

Submission of Matters to a Vote of Security Holders.

On April 26, 2023, Spirit AeroSystems Holdings, Inc. (the “Company”) held its 2023 annual meeting of stockholders. The following is a summary of the voting results for each matter presented at the Company’s 2023 annual meeting of stockholders.

Proposal 1: Election of Directors. The stockholders elected the following eleven nominees to serve as directors until the 2024 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. Voting results for this proposal follow.

Name of Director	Votes For		Votes Against		Abstentions		Broker Non-Votes
Stephen A. Cambone		71,810,640		1,079,488		93,289		9,821,584
Irene M. Esteves		72,123,968		763,757		95,692		9,821,584
William A. Fitzgerald		68,151,871		4,738,139		93,407		9,821,584
Paul E. Fulchino		62,568,550		10,321,037		93,830		9,821,584
Thomas C. Gentile III		70,549,828		2,329,520		104,069		9,821,584
Robert D. Johnson		62,964,980		9,865,926		152,511		9,821,584
Ronald T. Kadish		63,095,960		9,791,524		95,933		9,821,584
John L. Plueger		69,195,935		3,689,419		98,063		9,821,584
James R. Ray Jr.		69,198,573		3,674,290		110,554		9,821,584
Patrick M. Shanahan		69,194,810		3,703,410		85,197		9,821,584
Laura H. Wright		62,010,977		10,873,832		98,608		9,821,584

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

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
70,506,570		45,055		2,388,299		43,493		9,821,584

Proposal 3: Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. Voting results for this proposal follow.

Votes For		Votes Against		Abstentions		Broker Non-Votes
66,486,753		6,424,190		72,474		9,821,584

Proposal 4: Approval of the Company’s Amended and Restated 2014 Omnibus Incentive Plan. The stockholders approved the Company’s Amended and Restated 2014 Omnibus Incentive Plan. Voting results for this proposal follow.

Votes For		Votes Against		Abstentions		Broker Non-Votes
55,959,743		16,670,510		353,164		9,821,584

Proposal 5: 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 2023. Voting results for this proposal follow.

Votes For		Votes Against		Abstentions
80,158,768		2,599,805		46,428

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.

	SPIRIT AEROSYSTEMS HOLDINGS, INC.

Date: April 28, 2023	/s/ Mindy McPheeters
	Name:	Mindy McPheeters
	Title:	Senior Vice President, General Counsel and Corporate Secretary