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 24, 2024
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) | | (I.R.S. Employer
Identification Number) |
3801 South Oliver, Wichita, KS 67210
(Address of principal executive offices) (zip code)
(316) 526-9000
(Registrant’s telephone number, including area code)
N/A
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 below, Spirit AeroSystems Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on April 24, 2024. At the Annual Meeting, the Company's stockholders approved the Company's Amended and Restated Employee Stock Purchase Plan (the “Amended ESPP”), which increased the number of shares of the Company’s Class A Common Stock available for issuance under the prior version of the Amended ESPP from 1,000,000 to 4,500,000 shares. A description of the Amended ESPP is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 12, 2024 under the heading, Proposal 3: Approval of Amended and Restated Employee Stock Purchase Plan, and is incorporated in this report by reference. The Amended ESPP is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 24, 2024, the Company held its Annual Meeting. The following is a summary of the voting results for each matter presented at the Annual Meeting.
Proposal 1: Election of Directors. The stockholders elected the following eleven nominees to serve as directors until the 2025 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 | | | 73,534,591 | | | | 692,134 | | | | 144,468 | | | | 14,102,454 | |
| Jane P. Chappell | | | 73,587,830 | | | | 642,543 | | | | 140,820 | | | | 14,102,454 | |
| Irene M. Esteves | | | 72,867,763 | | | | 1,360,339 | | | | 143,091 | | | | 14,102,454 | |
| William A. Fitzgerald | | | 72,769,114 | | | | 1,460,841 | | | | 141,238 | | | | 14,102,454 | |
| Paul E. Fulchino | | | 68,671,109 | | | | 5,557,389 | | | | 142,695 | | | | 14,102,454 | |
| Robert D. Johnson | | | 68,757,644 | | | | 5,470,590 | | | | 142,959 | | | | 14,102,454 | |
| Ronald T. Kadish | | | 66,480,701 | | | | 7,746,601 | | | | 143,791 | | | | 14,102,454 | |
| John L. Plueger | | | 72,906,815 | | | | 1,343,978 | | | | 120,400 | | | | 14,102,454 | |
| James R. Ray, Jr. | | | 72,140,786 | | | | 2,089,226 | | | | 141,181 | | | | 14,102,454 | |
| Patrick M. Shanahan | | | 70,599,151 | | | | 3,634,743 | | | | 137,299 | | | | 14,102,454 | |
| Laura H. Wright | | | 67,520,961 | | | | 6,709,470 | | | | 140,762 | | | | 14,102,454 | |
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. Voting results for this proposal follow.
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 71,668,229 | | | 2,335,750 | | | | 367,214 | | | | 14,102,454 | |
Proposal 3: Approval of Amended and Restated Employee Stock Purchase Plan. The stockholders approved the Company’s Amended and Restated Stock Purchase Plan. Voting results for this proposal follow.
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 73,740,555 | | | 514,340 | | | | 116,298 | | | | 14,102,454 | |
Proposal 4: 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 2024. Voting results for this proposal follow.
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 84,468,529 | | | 3,495,769 | | | | 509,349 | | | | 0 | |
Proposal 5: Stockholder Proposal Titled “Transparency in Political Spending.” The stockholders did not approve the stockholder proposal titled “Transparency in Political Spending.” Voting results for this proposal follow.
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 33,217,661 | | | 40,178,721 | | | | 974,811 | | | | 14,102,454 | |
| Item 9.01 | Financial Statements and Exhibits. |
(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.
| | SPIRIT AEROSYSTEMS HOLDINGS, INC. |
| | |
| | By: | /s/ Mindy McPheeters |
| | | Mindy McPheeters |
| | | Senior Vice President, General Counsel and Corporate Secretary |
| | |
| Date: April 29, 2024 | |
