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): October 1, 2007
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-11311
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13-3386776 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number) |
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| 21557 Telegraph Road, Southfield, MI
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48033 |
| (Address of principal executive offices)
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(Zip Code) |
(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:
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))
Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
(c) On October 1, 2007, Lear Corporation (“Lear”) issued a press release announcing that Matthew J.
Simoncini has been appointed Chief Financial Officer of Lear, effective immediately. Mr. Simoncini
will continue as Lear’s Chief Accounting Officer in addition to his new position as Chief Financial
Officer. He will report to James H. Vandenberghe, Vice Chairman of Lear. A copy of this press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Prior to this promotion, Mr. Simoncini served as Lear’s Senior Vice President, Finance and Chief
Accounting Officer where he was responsible for Lear’s worldwide operational finance and
accounting. He previously served as Vice President, Operational Finance since 2004, during which
time he was responsible for Lear’s divisional finance organization. He also served as the chief
financial officer of Lear’s Europe, Asia and Africa operations from 2001 to 2004. Additional
information regarding Mr. Simoncini’s employment history and other matters has been disclosed by
Lear in its Definitive Proxy Statement on Schedule 14A filed with the SEC on May 23, 2007, as
thereafter supplemented.
(e) On
October 3, 2007, Lear entered into a Separation Agreement with former President and Chief
Operating Officer Douglas G. DelGrosso (the “Separation Agreement”). The Separation Agreement
provides for two years of severance payments (base salary plus bonus), pro-rata vesting of
outstanding equity awards, continuation of health, welfare and other benefits during the severance
period, and eligibility for a bonus for the entire 2007 fiscal year, to the extent that a bonus is
payable based on Lear’s performance. During the severance period, Mr. DelGrosso will be subject to
non-competition, confidentiality and certain other provisions. The foregoing summary of the
Separation Agreement is qualified in its entirety by reference to the full text of the Separation
Agreement attached as Exhibit 10.1 hereto, which is incorporated by reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
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Exhibit Description |
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10.1
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Separation Agreement dated
October 3, 2007 between Lear Corporation and Douglas G. DelGrosso |
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99.1
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Press release dated October 1, 2007 |
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