UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2011
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
N/A
(Former name or former address if changed since last report.)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
(e) At the Annual Meeting of Stockholders (the “Annual Meeting”) of Spirit AeroSystems
Holdings, Inc. (the “Company”) held on May 3, 2011, the Company’s stockholders considered and
approved an increase in the number of shares available under the Company’s Second Amended and
Restated Long-Term Incentive Plan (the “LTIP”) from 3,400,000 to 6,400,000 shares, and the LTIP was
amended to reflect such increase. The Company’s principal executive officer, principal financial
officer and other named executive officers are participants under the LTIP. This amendment was
previously described in the Company’s definitive proxy statement on Schedule 14A (No. 001-33160),
filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2011 (the “Proxy
Statement”).
In addition, as described in the Proxy Statement, upon the approval by the Company’s
stockholders at the Annual Meeting of an amendment to the LTIP, per the recommendation of the
Compensation Committee of the Company’s board of directors (the “Board”) and approval of the Board,
the Company amended its Amended and Restated Executive Incentive Plan (the “EIP”) to reduce the
number of shares of the Company’s Class B Common stock available for awards under the EIP by
3,000,000 shares, in order to maintain the total number of shares available for awards under all of
the Company’s equity compensation plans following the increase in shares available for awards under
the LTIP. Taken together with the amendment to the LTIP described above, there will be no increase
in the total number of shares available to be granted under the Company’s equity compensation
plans.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company’s Annual Meeting was held on May 3, 2011. Set forth below are the matters acted
upon by the Company’s stockholders at the Annual Meeting, and the final voting results on each such
matter.
1. Election of Directors. Ten persons were nominated by the Board for election as directors of
the Company, each to hold office for a one year term expiring at the 2012 Annual Meeting of
Stockholders and until his successor is duly elected and qualified. The votes cast for, or
withheld, as well as abstentions and broker non-votes, with respect to, each nominee, all of whom
were elected, were as follows:
| Votes | ||||||||||||
| Name of Director | Votes For | Withheld/Abstentions | Broker Non-Votes | |||||||||
Charles L. Chadwell |
366,658,843 | 55,005,113 | 6,020,258 | |||||||||
Ivor (Ike) Evans |
416,925,519 | 4,738,437 | 6,020,258 | |||||||||
Paul Fulchino |
390,121,811 | 31,542,145 | 6,020,258 | |||||||||
Richard Gephardt |
357,679,396 | 63,984,560 | 6,020,258 | |||||||||
Robert Johnson |
416,408,403 | 5,255,553 | 6,020,258 | |||||||||
Ronald Kadish |
417,139,870 | 4,524,086 | 6,020,258 | |||||||||
Tawfiq Popatia |
394,506,721 | 27,157,235 | 6,020,258 | |||||||||
Francis Raborn |
417,234,357 | 4,429,599 | 6,020,258 | |||||||||
Jeffrey L. Turner |
416,229,342 | 5,434,614 | 6,020,258 | |||||||||
James L. Welch |
416,948,692 | 4,715,264 | 6,020,258 | |||||||||
2. Approval of an Amendment to the Company’s Amended and Restated Long-Term Incentive Plan. A
resolution that the stockholders approve an amendment to the LTIP to increase the number of shares
authorized under the LTIP by 3,000,000 shares was submitted to, and voted upon by, the
stockholders. There were 396,342,031 votes in favor of, and 21,913,938 votes against, said
resolution. The holders of 3,407,987 votes abstained and there were 6,020,258 broker non-votes.
Having received the affirmative majority of the votes which all stockholders present, in person or
by proxy, at the Annual Meeting were entitled to cast on the matter, the resolution was adopted.
3. Approval on an Advisory Basis of the Compensation of the Company’s Named Executive
Officers. A resolution that the stockholders approve on an advisory basis the compensation of the
Company’s named executive officers as disclosed in the Proxy Statement in accordance with the rules
of the SEC was submitted to, and voted upon by, the stockholders. There were 398,439,739 votes in
favor of, and 19,883,702 votes against, said resolution. The holders of 3,340,515 votes abstained
and there were 6,020,258 broker non-votes. Having received the affirmative majority of the votes
which all stockholders present, in person or by proxy, at the Annual Meeting were entitled to cast
on the matter, the resolution was approved, on an advisory basis.
4. Approval on an Advisory Basis of the Frequency of an Advisory Vote on the Compensation of
the Company’s Named Executive Officers. A resolution that the stockholders approve on an advisory
basis every one year, two years or three years as the frequency of an advisory vote on the
compensation of the Company’s named executive officers, as disclosed pursuant to the SEC’s
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compensation disclosure rules, was submitted to, and voted upon by, the
stockholders. There were 56,484,921 votes in favor of holding such advisory vote
every year, 363,376 votes in favor of holding such advisory vote every two years
and 360,510,001 votes in favor of holding such advisory vote every three years.
The holders of 4,305,658 votes abstained and there were 6,020,258 broker
non-votes. A majority of the votes which all stockholders present, in person or
by proxy, at the Annual Meeting were entitled to cast on the matter were cast in
favor of a frequency of once every three years, which was determined to be the
stockholders’ preferred frequency for the Company to hold a stockholder vote to
approve on an advisory basis the compensation of the Company’s named executive
officers.
The Company has considered the stockholder vote regarding the frequency of an advisory vote on
the compensation of the Company’s named executive officers and consistent with the Board’s
recommendation contained in the Proxy Statement and such stockholder approval, determined that it
will hold an advisory vote on the compensation of its named executive officers every three years
until the next vote on frequency.
5. Ratification of Appointment of Independent Registered Public Accounting Firm. A resolution
that the stockholders ratify the action of the Company’s Audit Committee in selecting and
appointing PricewaterhouseCoopers LLP as the independent registered public accounting firm for the
Company for the year ending December 31, 2011 was submitted to, and voted upon by, the
stockholders. There were 424,277,305 votes in favor of, and 76,758 votes against, said resolution.
The holders of 3,330,151 votes abstained and there were no broker non-votes. Having received the
affirmative majority of the votes which all stockholders present, in person or by proxy, at the
Annual Meeting were entitled to cast on the matter, the resolution was adopted.
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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: May 9, 2011 | By: | /s/ Michelle A. Russell | ||
| Name: | Michelle A. Russell | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
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