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): April 27, 2022

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33160	20-2436320
(State or other jurisdiction of incorporation)	(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	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 5.07 Submission of Matters to a Vote of Security Holders.

On April 27, 2022, Spirit AeroSystems Holdings, Inc. (the “Company”) held its 2022 annual meeting of stockholders. The following is a summary of the voting results for each matter presented at the Company’s 2022 annual meeting of stockholders.

Proposal 1: Election of Directors. The stockholders elected the following eleven nominees to serve as directors until the 2023 annual meeting of stockholders and until the election and qualification of his or her respective successor, subject to each director’s earlier death or disability. Voting results for this proposal follow.

Name of Director	Votes For		Votes Against		Abstentions		Broker Non-Votes
Stephen A. Cambone		68,041,883		2,333,621		55,932		12,991,642
Irene M. Esteves		68,045,584		2,330,081		55,771		12,991,642
William A. Fitzgerald		69,395,118		979,429		56,889		12,991,642
Paul E. Fulchino		57,938,189		12,434,825		58,422		12,991,642
Thomas C. Gentile III		69,408,745		988,858		33,833		12,991,642
Robert D. Johnson		60,238,428		10,121,056		71,952		12,991,642
Ronald T. Kadish		61,427,586		8,947,994		55,856		12,991,642
John L. Plueger		67,427,539		2,947,594		56,303		12,991,642
James R. Ray Jr.		69,056,039		1,318,683		56,714		12,991,642
Patrick M. Shanahan		68,885,929		1,491,303		54,204		12,991,642
Laura H. Wright		62,263,434		8,114,898		53,104		12,991,642

Proposal 2: Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. Voting results for this proposal follow.

Votes For		Votes Against		Abstentions		Broker Non- Votes
	56,428,574		13,924,766		78,096		12,991,642

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s registered public accounting firm for fiscal year 2022. Voting results for this proposal follow.

Votes For		Votes Against		Abstentions
	81,555,618		1,774,295		93,165

Proposal 4: Stockholder Proposal Titled “Shareholder Ratification of Termination Pay”. The stockholders approved the stockholder proposal titled “Shareholder Ratification of Termination Pay”. Voting results for this proposal follow.

Votes For		Votes Against		Abstentions		Broker Non-Votes
	47,486,132		22,812,505		132,799		12,991,642

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.
Date: May 2, 2022	/s/ Mindy McPheeters
	Name:	Mindy McPheeters
	Title:	Senior Vice President, General Counsel and Corporate Secretary

XML

Cover	Apr. 27, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 27, 2022
Entity File Number	001-33160
Entity Registrant Name	Spirit AeroSystems Holdings, Inc.
Entity Central Index Key	0001364885
Entity Tax Identification Number	20-2436320
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3801 South Oliver
Entity Address, City or Town	Wichita
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	67210
City Area Code	316
Local Phone Number	526-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.01 per share
Trading Symbol	SPR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false