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): August 29, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 29, 2016, the Board of Directors of Stoneridge, Inc. (the “Company”) elected Robert R. Krakowiak as the Company’s Chief Financial Officer and Treasurer. Mr. Krakowiak succeeds George E. Strickler in those positions. Mr. Strickler will remain an Executive Vice President of the Company.

Mr. Krakowiak, age 46, served as a Vice President, Treasurer and Investor Relations at Visteon Corporation from 2012 until August 2016, where his global responsibilities included, among other things: (i) investor relations; (ii) capital markets, cash management, risk management; and (iii) quarterly earnings call materials, quarterly earnings conference calls, and all communication with investors. Prior to that Mr. Krakowiak held the following positions at Owens Corning: from 2009 until 2012, he serviced as Vice President of Finance (Composite Solutions Business), where he was responsible for all financial, capital, internal and external reporting and overhead planning; from 2008 until 2009, he served as Vice President–Corporate Financial Planning and Analysis; from 2006 until 2008, he served as Vice President and Controller (Roofing and Asphalt); and from 2005 until 2006, he served as Assistant Treasurer. Prior to joining Owens Corning, Mr. Krakowiak held various financial positions at Oxford Automotive (2002 - 2005), Kmart (1996 - 2002), and Ford Motor Company (1992 - 1996). Mr. Krakowiak has an MBA from the University of Chicago (1996), and a (i) BS (Electrical Engineering) (1992) and (ii) Masters (Electrical Engineering) (1994) both from the University of Michigan.

Mr. Krakowiak will receive an annual base salary of $400,000, and starting in 2017 will be eligible to receive a cash bonus under the Company’s Annual Incentive Plan (“AIP”) at a target amount of 65% of his base salary. For the remainder of 2016 Mr. Krakowiak will also participate in the AIP at the 65% of base salary level, but any earned payout will be pro-rated for his length of service in 2016. Mr. Krakowiak will receive an equity-based award pursuant to the Company’s 2016 Long-Term Incentive Plan (“LTIP”) valued at $500,000 at the close of business on August 29, 2016. The equity-based award will be a grant of Performance Shares vesting in three years from the date of grant: (i) 45% will be time-based and will vest provided that Mr. Krakowiak remains employed; (ii) 30% will be performance-based using a total return to shareholders metric and will vest depending on continued employment and the Company’s performance for the three years ended December 31, 2018; and (iii) 25% will be performance-based using an earnings per share metric and will vest depending on continued employment and the Company’s performance for the three years ended December 31, 2018. Subject to the approval of the Compensation Committee of the Board of Directors, it is expected that Mr. Krakowiak will annually receive an award under the LTIP valued on the grant date in an amount equal to 125% of his then current base salary. Mr. Krakowiak will receive a one-time cash payment in March 2017 of $250,250, less required withholdings. He will participate in the Company’s Officers’ and Key Employees’ Severance Plan (as described in and filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on October 9, 2009) and will enter into a Change in Control Agreement with the Company (as described in and substantially in the form filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2011). Mr. Krakowiak will also be entitled to the same customary benefits as the other senior executives of the Company.

There is no arrangement or understanding between Mr. Krakowiak and any other person pursuant to which he was selected as an officer of the Company other than an understanding between the Company and Mr. Krakowiak regarding his initial compensation and benefits, and there are no family relationships between Mr. Krakowiak and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Krakowiak has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K. The Company has not entered into an employment agreement with Mr. Krakowiak.

Item 7.01. Regulation FD Disclosure.

On August 29, 2016 the Company announced the appointment of Mr. Krakowiak as Chief Financial Officer and Treasurer of the Company. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item 7.01. The information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated August 29, 2016 announcing the appointment of Robert R. Krakowiak as Chief Financial Officer and Treasurer

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: August 29, 2016	/s/ Robert R. Krakowiak
	Robert R. Krakowiak, Chief Financial Officer and Treasurer (Principal Financial Officer)

Exhibit Index

99.1 Press release dated August 29, 2016 announcing the appointment of Robert R. Krakowiak as Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Stoneridge Appoints Robert R. Krakowiak As Chief Financial Officer And Treasurer

·Former CFO George Strickler to continue as Executive Vice President

WARREN, Ohio - August 29, 2016 - Stoneridge, Inc. (NYSE: SRI) today announced that Robert R. Krakowiak has been appointed Chief Financial Officer and Treasurer, effective immediately.  He succeeds George E. Strickler, who will remain with the Company as Executive Vice President in charge of growth initiatives.

"We welcome Bob, who brings with him a strong combination of financial expertise and related industry experience.  We believe he will be a valuable addition to our team as we continue to build on our financial strength and pursue long-term global growth opportunities for our Company," said Jonathan B. DeGaynor, President and Chief Executive Officer.  "We also thank George for all that he has contributed to the Company since becoming CFO in 2006.  For more than 10 years, George has played a key role in shaping the Company's business and financial strategy during a period of great challenge and transformation.  I am confident that his contributions to the success of Stoneridge will continue in his new role."

Since 2012, Krakowiak has been Vice President, Treasury and Investor Relations, for Visteon Corporation, a leading global automotive supplier.  Prior to that, he served in a number of senior financial roles during his seven years at Owens Corning, including Vice President of Finance for Owens Corning's Composite Solutions Business and Vice President and Controller of Roofing and Asphalt.   In addition, he spent three years as Vice President and Treasurer for Oxford Automotive Inc.  He was also a Divisional Vice President of Finance at Kmart.  Krakowiak began his career at the Ford Motor Company Electronics Division as a product design engineer.  He holds an MBA degree from the University of Chicago Booth School of Business and bachelor's and master's degrees in electrical engineering from the University of Michigan.

"I am excited to join the highly talented team at Stoneridge," said Krakowiak.  "The foundation of the business is strong, and I look forward to partnering with the employees of Stoneridge to continue to deliver profitable growth and value creation for our shareholders."

Strickler will remain with Stoneridge to help Krakowiak with the transition in the finance organization and the previously announced relocation of the Company's headquarters from Warren, Ohio, to Novi, Michigan.  In his new role, he will work on key strategic projects supporting the Company's organic and inorganic growth initiatives.   

"It has been my privilege to serve the shareholders of Stoneridge and to work with our outstanding global team," said Strickler. "We have always been driven to deliver consistent financial performance and profitable sales growth, and our progress has been the result of the tireless efforts of everyone in our global organization."

About Stoneridge, Inc.
Stoneridge, Inc., headquartered in Warren, Ohio, is an independent designer and manufacturer of highly engineered electrical and electronic components, modules and systems principally for the automotive, commercial vehicle, motorcycle, agricultural and off-highway vehicle markets.  Additional information about Stoneridge can be found at www.stoneridge.com.

Forward-Looking Statements
Statements in this release that are not historical fact are forward-looking statements which involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in this release.  Things that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss of a major customer; a significant volume change in automotive, commercial vehicle, motorcycle, off-highway vehicle and agricultural equipment production; disruption in the OEM supply chain due to bankruptcies; a significant change in general economic conditions in any of the various countries in which the Company operates; labor disruptions at the Company's facilities or at any of the Company's significant customers or suppliers; the ability of the Company's suppliers to supply the Company with parts and components at competitive prices on a timely basis; customer acceptance of new products; and the failure to achieve successful integration of any acquired company or business.  In addition, this release contains time-sensitive information that reflects management's best analysis only as of the date of this release.  The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.  Further information concerning issues that could materially affect financial performance related to forward-looking statements contained in this release can be found in the Company's periodic filings with the Securities and Exchange Commission.

For more information, contact:

Kenneth A. Kure, Corporate Treasurer and Director of Finance

330/856-2443