LEAR CORPORATION (NYSE:LEA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
(b), (c), (d)and (e)
On November16, 2017, Lear Corporation (the “Company”) announced that Matthew J. Simoncini tendered to the Board of Directors of the Company (the “Board”) on November15, 2017 written notice of his resignation as President and Chief Executive Officer of the Company and as a member of the Board, effective February28, 2018. Thereafter, Mr.Simoncini will continue to serve as a non-executive employee of the Company, in a transition and advisory role, until his retirement from the Company on January4, 2019. The Board has elected Raymond E. Scott to serve as Mr.Simoncini’s replacement in the role of President and Chief Executive Officer of the Company, effective February28, 2018, and has also appointed Mr.Scott as a member of the Board, for a term beginning on February28, 2018 and ending on the date of the 2018 annual meeting of stockholders of the Company.
Mr.Scott, age 52, currently serves as the Company’s Executive Vice President and President, Seating, a position he has held since November 2011. Previously, he served in other positions at the Company, including as Senior Vice President and President, North American Seat Systems Group since August 2006, Senior Vice President and President, North American Customer Group since June 2005, President, European Customer Focused Division since June 2004 and President, General Motors Division since November 2000.
In connection with the transition, the Company and Mr.Simoncini entered into a Second Amended and Restated Employment Agreement (the “Simoncini Agreement”), effective February28, 2018. Under the Simoncini Agreement, Mr.Simoncini will serve as a non-executive employee of the Company in a consulting and advisory role, from the effective date thereof through Mr.Simoncini’s retirement from the Company on January4, 2019 (or his earlier termination in accordance with the Simoncini Agreement) (the “Term”). During the Term, Mr.Simoncini will assist with the leadership transition as reasonably requested by Mr.Scott, including working on special projects and community relations efforts. In exchange for providing such transition services during the Term, Mr.Simoncini will receive a base salary of $15,000 per month, continue to participate in the Company’s employee benefit plans, as in effect from time to time, and be eligible to receive a cash performance bonus solely with respect to the two months in the 2018 performance year during which he will serve as President and Chief Executive Officer of the Company (determined based on Mr.Simoncini’s base salary in effect during those two months).
In the event that Mr.Simoncini’s employment terminates for any reason during the Term, Mr.Simoncini will not be entitled to receive any cash severance benefits. However, if Mr.Simoncini’s employment terminates prior to January4, 2019 due to Mr.Simoncini’s incapacity, without “cause,” for “good reason,” or due to Mr.Simoncini’s death, (i)his outstanding and unvested time-based equity awards under the Company’s 2009 Long-Term Stock Incentive Plan, as amended (the “LTSIP”), will vest in full and (ii)Mr.Simoncini will be entitled to receive vesting of any performance-based awards under the LTSIP through January4, 2019. The Simoncini Agreement otherwise contains terms substantially similar to those of Mr.Simoncini’s employment agreement in effect prior to the amendment and restatement, including restrictive covenants relating to non-competition, confidential information, and non-solicitation of the Company’s employees and customers.
A copy of the press release announcing Mr.Scott’s appointment President and Chief Executive Officer of the Company and as a member of the Board and Mr.Simoncini’s concurrent transition to a non-executive employee role, in each case, effective February28, 2018, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02. | Financial Statements and Exhibits. |
(d) Exhibits:
2
LEAR CORP ExhibitEX-99.1 2 d465118dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Lear Contact: Mel Stephens (248) 447-1624 Lear President and CEO Matt Simoncini Announces Retirement Date Ray Scott to Succeed Matt as CEO Effective February 28,…To view the full exhibit click here
About LEAR CORPORATION (NYSE:LEA)
Lear Corporation (Lear) is a supplier to the global automotive industry. The Company is engaged in supplying seating, electrical distribution systems and electronic modules, as well as related sub-systems, components and software, to automotive manufacturers. The Company operates through two segments: seating and electrical. The seating segment consists of the design, development, engineering, assembly and delivery of seat systems, as well as the design, development, engineering and manufacture of seat components, including seat covers and surface materials. Its electrical segment consists of the design, development, engineering and manufacture of electrical distribution systems that route electrical signals and manage electrical power within a vehicle. It has over 240 manufacturing, engineering and administrative locations in approximately 40 countries. It has automotive content on over 350 vehicle nameplates across the world.
