Current Report Filing (8-k)
27 Januar 2023 - 10:32PM
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2023-01-24
2023-01-24
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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): January 24, 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(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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On January 24, 2023, the Board of Directors (the
“Board”) of Spirit AeroSystems Holdings, Inc. (“Holdings”) approved the separation of employment of Kevin
Matthies, Senior Vice President and General Manager, Boeing Programs, of Holdings and Spirit AeroSystems, Inc., Holdings’
wholly owned subsidiary (“Spirit”), effective as of January 26, 2023 (the “Separation
Date”).
In connection with the separation, Spirit, Holdings and Mr. Matthies
entered into a Separation Agreement and General Release, dated January 26, 2023 (the “Agreement”). Under the terms of the
Agreement and in consideration of Mr. Matthies’ release of claims, future cooperation and compliance with certain obligations,
including confidentiality, non-competition, non-solicitation and mutual non-disparagement covenants, Mr. Matthies will receive separation
payments comprised of the following: (i) a sum of $595,000, which is equal to one year of Mr. Matthies’ annual base salary that
was in place on the Separation Date and $20,000 to assist with the costs associated with COBRA; (ii) a payment of $104,765.55, which is
equal to Mr. Matthies’ expected award for 2022 pursuant to the Short-Term Incentive Program under the 2014 Omnibus Plan, as amended
(the “Omnibus Plan”), based on actual performance; and (iii) a payment of $483,805 with respect to certain awards granted
to Mr. Matthies pursuant to Holdings’ Long-Term Incentive Plan under the Omnibus Plan that were forfeited upon the Separation
Date.
The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 25, 2023, the Board
of Holdings approved the Tenth Amended and Restated Bylaws of Holdings (the “Bylaws”), effective as of January 25, 2023, which,
among other things:
| · | require a stockholder that provides notice of its intent to nominate an individual to the Board pursuant to the universal proxy rules
to comply with all requirements of those rules and provide reasonable evidence of such compliance upon request; |
| · | enhance the procedural mechanics and disclosure requirements in connection with a stockholder’s request to call a special meeting
or nominate directors under Holdings’ advance notice or proxy access bylaws; |
| · | require a stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; |
| · | adopt an exclusive forum bylaw designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have
jurisdiction, the United States District Court for the District of Delaware) as the sole and exclusive forum for certain types of actions
and proceedings; and |
| · | conform portions of the Bylaws to the General Corporation Law of the State of Delaware. |
In addition, certain non-substantive 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. |
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: January 27, 2023 |
By: |
/s/ Mindy McPheeters |
|
|
Name: |
Mindy McPheeters |
|
|
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
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