STONERIDGE, INC. (NYSE:SRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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. |
Amended and Restated Officers and Key Employees Severance
Plan
On May 8, 2017, the Compensation Committee of the Board of
Directors of Stoneridge Inc. (the Company) approved and adopted
the Amended and Restated Officers and Key Employees Severance
Plan (the Severance Plan). Currently, under the Severance Plan
the executive officers covered by it are Robert R. Krakowiak,
Chief Financial Officer and Treasurer, Thomas A. Beaver,
President of Global Sales, Michael D. Sloan, Vice President and
President of the Control Devices Group, Anthony L. Moore, Vice
President of Global Operations and Alisa A. Nagle, Chief Human
Resources Officer.
Under the Severance Plan, if a covered executive is terminated by
the Company without cause, the Company will be obligated to pay
the executives salary for 12 months and continue health and
welfare benefits coverage over the same period of time.The salary
and benefit continuation is conditioned on the executives
execution of a customary release in favor of the Company. The
Severance Plan amended and restated the prior severance plan to
(i) reflect best practices in connection with Section 409A of the
Internal Revenue Code, (ii) update the form of release, and (iii)
conform the severance obligation payable to the Companys Chief
Financial Officer to that of the other covered executives (from
18 to 12 months). A copy of the Severance Plan is attached hereto
as Exhibit 99.1
| ITEM 5.07 |
Submission of Matters to a Vote of Security Holders. |
The Company held an Annual Meeting of Shareholders on May 9, 2017
(the 2017 Annual Meeting). At the Annual Meeting the following
matters were voted on by the Companys shareholders:
| 1. |
The eight Company nominees for election to the Board of Directors were elected, each for a one-year term, by the following votes: |
| Nominee | For | Withheld | Broker Non-Votes |
| Jonathan B. DeGaynor | 22,716,812 | 399,068 | 1,174,954 |
| Jeffrey P. Draime | 22,520,195 | 595,685 | 1,174,954 |
| Douglas C. Jacobs | 22,535,150 | 580,730 | 1,174,954 |
| Ira C. Kaplan | 22,729,095 | 386,785 | 1,174,954 |
| Kim Korth | 22,721,188 | 394,692 | 1,174,954 |
| William M. Lasky | 22,535,112 | 580,768 | 1,174,954 |
| George S. Mayes, Jr. | 22,729,057 | 386,823 | 1,174,954 |
| Paul J. Schlather | 22,686,467 | 429,413 | 1,174,954 |
| 2. |
The proposal to ratify the appointment of Ernst Young LLP as the Companys independent registered public accounting firm for the year ended December 31, 2017 was approved by the following votes: |
| For | Against | Abstain | Broker Non-Votes |
| 24,040,476 | 247,606 | 2,752 | – |
| 3. |
A non-binding advisory resolution to approve the 2016 compensation paid to the Companys Named Executive Officers was approved by the following votes: |
| For | Against | Abstain | Broker Non-Votes |
| 22,535,091 | 571,728 | 9,061 | 1,174,954 |
| 4. |
The shareholders recommended a frequency of One Year for an advisory non-binding vote on compensation of Named Executive Officers. The result of the advisory non-binding vote on the frequency of future advisory votes on the compensation of Named Executive Officers was based on the following votes: |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 20,024,931 | 3,521 | 3,080,476 | 6,952 | 1,174,954 |
Accordingly, the Company intends to implement an advisory
non-binding shareholder vote on the compensation of the Companys
Named Executive Officers on an annual basis until the next
required shareholder vote on how frequently shareholders will
vote on a non-binding resolution to approve the compensation of
the Companys Named Executive Officers.
ITEM 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description |
| 99.1 |
Amended and Restated Officers and Key Employees Severance Plan of Stoneridge, Inc. |
About STONERIDGE, INC. (NYSE:SRI)
Stoneridge, Inc. is a designer and manufacturer of engineered electrical and electronic components, modules and systems for the automotive, commercial, motorcycle, off-highway and agricultural vehicle markets. The Company operates through three segments: Control Devices, Electronics and PST. The Company’s Control Devices segment designs and manufactures products that monitor, measure or activate specific functions within a vehicle and includes product lines, such as sensors, switches, valves, and actuators. The Company’s Electronics segment designs and manufactures electronic instrument clusters, electronic control units and driver information systems. The PST segment is engaged in the design, manufacture and sale of in-vehicle audio and video devices, electronic vehicle security alarms, convenience accessories, vehicle tracking devices and monitoring services primarily for the automotive and motorcycle industry. It operates in approximately 30 locations in over 10 countries. STONERIDGE, INC. (NYSE:SRI) Recent Trading Information
STONERIDGE, INC. (NYSE:SRI) closed its last trading session down -0.31 at 17.68 with 276,014 shares trading hands.