Current Report Filing (8-k)
April 08 2020 - 3:16PM
Edgar (US Regulatory)
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0001364885
2020-04-02
2020-04-03
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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):
April 3, 2020
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-33160
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20-2436320
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Class A Common Stock, par value $0.01 per share
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SPR
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New York Stock Exchange
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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. ¨
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Item 5.02
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Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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By:
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/s/ Stacy Cozad
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Name:
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Stacy Cozad
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Title:
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Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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Date:
April 8, 2020
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