Current Report Filing (8-k)
April 03 2020 - 4:46PM
Edgar (US Regulatory)
0001043337
false
0001043337
2020-03-30
2020-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March
31, 2020
STONERIDGE, INC.
(Exact Name of Registrant as Specified in
its Charter)
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Ohio
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001-13337
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34-1598949
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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39675 MacKenzie Drive, Suite 400,
Novi, Michigan 48377
(Address of principal executive offices,
and Zip Code)
() 489-9300
Registrant’s Telephone Number, Including
Area Code
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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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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Common Shares, without par value
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SRI
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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).
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Emerging growth company
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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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Stoneridge, Inc. (the “Company”) and Robert R. Willig,
Jr. (“Willig”), President of Control Devices, reached a mutual agreement that Willig will separate from his employment
with the Company effective March 31, 2020. The Company filed a Form 8-K with the SEC on March 9, 2020 disclosing Willig’s
separation from service and the Company’s expectation that it would enter into a separation agreement and release with Willig
on or around the separation date.
On March 31, 2020, the Company and Willig entered into a separation
agreement and release (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company and Willig mutually
agreed that Willig’s employment with the Company would end on March 31, 2020 and Willig would be entitled to certain separation
benefits set forth in the Separation Agreement. Willig is entitled to (i) salary continuation for 12 months, (ii), if elected by
Willig, the Company will pay COBRA premiums for Willig and his eligible dependents for 12 months for continued healthcare coverage,
(iii) the vesting of prior equity-based awards in accordance with the Company’s Long-Term Incentive Plan for a termination
without cause under that plan, and (iv) continued life insurance benefits for 12 months. The Agreement contains confidentiality,
non-disparagement, non-competition and non-solicitation covenants and a release of claims by Willig. The Agreement may be revoked
by Willig until April 7, 2020. The foregoing summary is qualified in its entirety by reference to the Agreement, which is filed
as Exhibit 99.1 hereto and incorporated herein by reference.
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ITEM 9.01
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Financial Statements and Exhibits.
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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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Stoneridge, Inc.
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Date: April 3, 2020
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/s/ Robert R. Krakowiak
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Robert R. Krakowiak, Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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