Current Report Filing (8-k)
13 Juli 2022 - 10:07PM
Edgar (US Regulatory)
0001364885
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0001364885
2022-07-13
2022-07-13
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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): July 13, 2022
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(s) |
|
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On July 13, 2022, the board of directors (the “Board”)
of Spirit AeroSystems Holdings, Inc. (“Holdings”) approved the Ninth Amended and Restated Bylaws of Holdings (the “Bylaws”),
effective as of July 13, 2022, to modify the voting standard, except in respect of the election of directors, for matters to provide that
“broker non-votes” (or other shares of stock of Holdings similarly not entitled to vote) and “abstentions” shall
not be counted as shares entitled to cast a vote. This modification does not alter the standard for the election of directors.
In addition, certain non-substantive language
and conforming changes and other technical edits and updates were made to the Bylaws.
The foregoing description of the amendments to
the Bylaws is subject to, and qualified in its entirety by, the Bylaws, which are filed as Exhibit 3.1 to this report and incorporated
herein by reference.
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. |
| Date: July 13, 2022 |
By: |
/s/ Mindy McPheeters |
| |
|
Name: |
Mindy McPheeters |
| |
|
Title: |
Senior Vice President, General Counsel and Corporate
Secretary |
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