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Washington, D.C. 20549







Date of Report (Date of earliest event reported): April 3, 2020


Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-33160   20-2436320
(State or other jurisdiction of
  (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.


As previously disclosed, on January 29, 2020, John Gilson resigned as Vice President, Controller and Principal Accounting Officer of Spirit AeroSystems Holdings, Inc. (the “Company”) and Spirit AeroSystems, Inc. (“Spirit”), the Company’s wholly owned subsidiary.


On April 3, 2020, the Company, Spirit and Mr. Gilson entered into a Resignation Agreement and General Release (the “Agreement”). Under the terms of the Agreement and in consideration of Mr. Gilson’s future cooperation, release of certain claims, and compliance with certain obligations, including confidentiality, non-competition, non-solicitation, and non-disparagement covenants, Mr. Gilson will receive separation payments comprised of the following: (i) a sum of $295,000, which is equal to one year of Mr. Gilson’s annual base salary that was in place on Mr. Gilson’s resignation date; (ii) a payment of Mr. Gilson’s expected award for 2019 pursuant to the Short-Term Incentive Program (the “STIP”) under the 2014 Omnibus Plan, as amended (the “Omnibus Plan”), based on actual performance; (iii) a lump sum of $20,000 for COBRA coverage over a 12 month period; (iv) vesting with respect to 471 shares under a time-based restricted stock award granted to Mr. Gilson in February 2018, and vesting with respect to 481 shares under a time-based restricted stock award granted to Mr. Gilson in February 2019, each pursuant to the Company’s Long-Term Incentive Plan under the Omnibus Plan, and (v) reimbursement of reasonable and documented career transition services through July 31, 2020.


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 an exhibit hereto.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No. Description
10.1 Resignation Agreement and General Release with John Gilson.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).







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.



By:   /s/ Stacy Cozad  
  Name:  Stacy Cozad  
  Title:   Senior Vice President, General Counsel, Chief Compliance Officer and Secretary   
Date: April 8, 2020  




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