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): May 31, 2016

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (316) 526-9000

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:

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)                                  On May 31, 2016, the Board of Directors (the “Board”) of Spirit AeroSystems Holdings, Inc. (the “Company”) approved the modification of the compensation arrangements for Sanjay Kapoor, the Company’s Senior Vice President and Chief Financial Officer, effective as of June 1, 2016.  Beginning in 2017, Mr. Kapoor will be entitled to receive an annual award under the Long Term Incentive portion of the Company’s Omnibus Plan (the “LTIP”) with a value equal to 280% of his annual base salary (increased from 220%).  The Board also increased Mr. Kapoor’s annual base salary from $600,000 to $650,000.

The Board also granted Mr. Kapoor a special one-time award under the LTIP of 28,275 restricted shares of the Company’s class A common stock.  One-half of the shares will vest on each of June 4, 2017 and June 4, 2018 if the board makes a determination prior to such vesting date that Mr. Kapoor has achieved satisfactory individual performance.

Other than as set forth herein, Mr. Kapoor’s employment agreement with the Company will continue in full force and effect on its current terms.

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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.

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