Form 8-K - Current report

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): August 8, 2024

______________________________________

LEAR CORPORATION

(Exact name of Registrant as specified in its charter)

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Delaware	1-11311	13-3386776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI 48033

(Address of principal executive offices)

(248) 447-1500

(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:

☐ 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
Common stock, par value $0.01	LEA	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 ☐

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 8, 2024, the Board of Directors (the “Board”) of Lear Corporation (the “Company”) elected Rod Lache to the Board, effective August 12, 2024, for a term ending at the 2025 annual meeting of shareholders of the Company.

Mr. Lache most recently served as Managing Director and Senior Analyst covering the automotive sector at Wolfe Research, LLC (“Wolfe”), an investment firm, from 2018 to July 2024. Prior to joining Wolfe, Mr. Lache spent 24 years at Deutsche Bank, most recently as Senior Analyst and Managing Director responsible for Auto Sector Research. Prior to that, Mr. Lache was an analyst at Banca IMI Securities Corporation (formerly Mabon Securities). Mr. Lache graduated from New York University’s Stern School of Business with a Bachelor of Science degree in Finance and International Business.

For his service as director, Mr. Lache will receive the compensation that the Company generally provides to its non-employee directors in accordance with the amended and restated Lear Corporation Outside Directors Compensation Plan, filed as Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

There are no arrangements or understandings between Mr. Lache and any other persons pursuant to which he was elected as a director of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Lache and the Company that would be required to be reported.

A copy of the press release announcing the election of Mr. Lache to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 - Regulation FD

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Exhibit Description

99.1						Press Release, dated August 12, 2024, announcing appointment of Rod Lache to Board of Directors of Lear Corporation.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

Lear Corporation

August 12, 2024

By:

/s/ Jason M. Cardew

Name:

Jason M. Cardew

Title:

Senior Vice President and Chief Financial Officer

Exhibit 99.1

Lear Contact: Katya Pruett

Contact Information: 248-447-1646

Lear Appoints Former Leading Auto Analyst Rod Lache to Board of Directors

SOUTHFIELD, Michigan, August 12, 2024 – Lear Corporation (NYSE: LEA), a global automotive technology leader in Seating and E-Systems, today announced that Rod Lache, a distinguished former Wall Street automotive analyst, has been appointed to the Company’s Board of Directors, effective August 12, 2024.

“As a decorated analyst and trusted advisor on automotive industry trends to investors, as well as business and governmental leaders, Rod’s experience and expertise make him uniquely qualified to serve on Lear’s Board of Directors,” said Greg Smith, Lear’s Non-Executive Chair of its Board of Directors. “His exceptional career has been marked by tremendous insight into emerging industry trends and a passion for the automotive industry. We are pleased and honored to welcome him to the Lear team.”

Mr. Lache retired in July from Wolfe Research, LLC, where he was a Managing Director and Senior Analyst covering the automotive industry for the past six years. Previously, he spent 24 years at Deutsche Bank where he held positions of increasing responsibility, including Managing Director and Senior Analyst responsible for the auto sector.

Consistently recognized by institutional investors and automotive executives as the top auto industry analyst in the U.S., Mr. Lache produced innovative research focused on strategic, competitive, and technological themes, which included forecasting the emergence of electrified vehicles and the rise of AI in the automotive industry. For his contributions to his field, he was inducted into the Institutional Investor Magazine Hall of Fame in 2021.

"I have followed Lear closely for a number of years as an analyst, and I believe that the Company’s operational excellence already sets it apart. And going forward, Lear’s focus on design innovation and automation has the potential to expand its

competitive advantage,” said Mr. Lache. “The Company’s Board and management team have navigated Lear through unprecedented challenges within the industry, and I look forward to serving on the Board to drive shareholder value creation during these transformative times.”

Mr. Lache graduated from New York University’s Stern School of Business with a Bachelor of Science degree in finance and international business.

The addition of Mr. Lache increases the size of Lear’s Board to 11 directors. The Board routinely assesses its composition to ensure it includes the appropriate skills, experience, diversity and viewpoints.

About Lear Corporation 

Lear, a global automotive technology leader in Seating and E-Systems, enables superior in-vehicle experiences for consumers around the world. Lear’s diverse team of talented employees in 38 countries is driven by a commitment to innovation, operational excellence, and sustainability. Lear is Making every drive better™ by providing the technology for safer, smarter, and more comfortable journeys. Lear, headquartered in Southfield, Michigan, serves every major automaker in the world and ranks 174 on the Fortune 500. Further information about Lear is available at lear.com.

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Cover Page Document	Aug. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Central Index Key	0000842162
Title of 12(b) Security	Common stock, par value $0.01
Entity Incorporation, State or Country Code	DE
Entity File Number	1-11311
Entity Tax Identification Number	13-3386776
Trading Symbol	LEA
Security Exchange Name	NYSE
Amendment Flag	false
Entity Registrant Name	LEAR CORPORATION
Entity Address, Address Line One	21557 Telegraph Road
Entity Address, City or Town	Southfield
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48033
City Area Code	248
Local Phone Number	447-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false