0001144204-16-108185.txt : 20160614 0001144204-16-108185.hdr.sgml : 20160614 20160614155612 ACCESSION NUMBER: 0001144204-16-108185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160613 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160614 DATE AS OF CHANGE: 20160614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONERIDGE INC CENTRAL INDEX KEY: 0001043337 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 341598949 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13337 FILM NUMBER: 161713033 BUSINESS ADDRESS: STREET 1: 9400 EAST MARKET ST CITY: WARREN STATE: OH ZIP: 44484 BUSINESS PHONE: 3308562443 MAIL ADDRESS: STREET 1: 9400 EAST MARKET ST CITY: WARREN STATE: OH ZIP: 44484 8-K 1 v442283_8k.htm 8-K

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): June 13, 2016

 

 

Commission file number: 001-13337

 

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

 

  Ohio   34-1598949  
   (State or other jurisdiction of   (I.R.S. Employer  
  incorporation or organization)   Identification No.)  

 

  9400 East Market Street, Warren, Ohio   44484  
  (Address of principal executive offices)   (Zip Code)  

 

(330) 856-2443

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):

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 13, 2016, the Company entered into amendments to the 2014 Performance Shares Agreement and the 2015 Performance Shares Agreement granted under the Company’s Amended and Restated Long-Term Incentive Plan (“LTIP”) to (i) George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer, and (ii) Thomas A. Beaver, Vice President of Stoneridge and President of Global Sales. Both Mr. Strickler and Mr. Beaver received LTIP grants approved by the Compensation Committee of the Company’s Board of Directors in 2014 and 2015. The grants were accepted by Mr. Strickler and Mr. Beaver by both individually entering into a 2014 Performance Shares Agreement and a 2015 Performance Shares Agreement.

 

The amendments to the 2014 Performance Shares Agreement and the 2015 Performance Shares Agreement for both Mr. Strickler and Mr. Beaver shortened the time period required for advanced notice of retirement in order for the performance shares of the grantee to be earned upon retirement from one year to 90 days. The Form of Amendment No. 1 to the 2014 Performance Shares Agreement and 2015 Performance Shares Agreement is filed as Exhibit 10.1.

 

Item 9.01Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.Description

 

10.1Form of Amendment No. 1 2014 and 2015 Performance Shares Agreement.

 

 

 

 

 

 

 

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.

 

  Stoneridge, Inc.  
     
Date:  June 14, 2016 /s/ George E. Strickler  
 

George E. Strickler, Executive Vice President,
Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

     

 

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

10.1Form of Amendment No. 1 2014 and 2015 Performance Shares Agreement.

 

 

 

 

 

 

 

 

 

 EX-10.1 2 v442283_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

FORM OF AMENDMENT NO. 1
2014 AND 2015 PERFORMANCE SHARES AGREEMENT

 

This Amendment No. 1 to the 201X Performance Shares Agreement (the “Grant Agreement”) entered into by and between Stoneridge, Inc., an Ohio corporation (the “Company”), and __________ (“Grantee”), on March __, 201X, is dated June __, 2016.

 

The Company and the Grantee desire to amend the Grant Agreement as follows.

 

The Grant Agreement is hereby amended by deleting in its entirety the paragraph under Section 2, Special Provisions Applicable to Retirement, following part (3), and replacing it with the following:

 

Only a Grantee who (i) is 63 or older on the date of retirement, (ii) has provided written notice to the Compensation Committee of the Board of Directors (the “Committee”) of the intent to retire at least 90 days prior to the retirement date, and (iii) has executed prior to retirement a customary one year non-competition agreement shall be permitted to have his or her Performance Shares earned upon retirement.

 

IN WITNESS WHEREOF, the Company has caused its corporate name to be subscribed by its duly authorized officer as of the day set forth above.

 

  STONERIDGE, INC.  
     
       
  By    
    Jonathan DeGaynor  

 

The foregoing is hereby accepted.