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): May 4, 2020

LEAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11311	13-3386776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI 48033

(Address of principal executive office

(248) 447-1500

(Registrant’s telephone number, including area code)

N/A

(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:

☐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(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.01	LEA	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 ☐

Section 7 - Regulation FD

Item 7.01     Regulation FD Disclosure

COVID-19 Actions

On May 4, 2020, Lear Corporation (the “Company”) issued a press release announcing that it will hold its 2020 Annual Meeting of Stockholders virtually on May 21, 2020 due to public health concerns related to the COVID-19 pandemic and out of concern for the health and safety of meeting participants. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 - Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits 

Exhibit Number	Exhibit Description
99.1	Press release issued May 4, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

	Lear Corporation
Date: May 4, 2020	By:	/s/ Jason M. Cardew
	Name:	Jason M. Cardew
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lear Contacts:

Alicia Davis

(248) 447-1781

Ed Lowenfeld

(248) 447-4380

Lear to Hold Virtual Annual Meeting of Stockholders

SOUTHFIELD, Michigan, May 4, 2020 - Lear Corporation (NYSE: LEA), a global automotive technology leader in Seating and E-Systems, announced today that it will hold its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) virtually due to public health concerns related to the COVID-19 pandemic and out of concern for the health and safety of meeting participants. The Annual Meeting will be held on May 21, 2020, at 9:00 a.m. EDT, as previously disclosed. Stockholders will not be able to attend the Annual Meeting in person.

Stockholders at the close of business on the record date, March 27, 2020, are entitled to attend the Annual Meeting. Stockholders can attend the Annual Meeting at www.virtualshareholdermeeting.com/LEA2020 by entering the 16-digit voting control number found on their proxy card, voting instruction form or the notice of internet availability of proxy materials previously received.

Please note that the proxy card and voting instruction form included with previously-distributed proxy materials will not be updated to reflect the change from an in-person meeting to a virtual-only meeting and may be used to vote shares in connection with the Annual Meeting.

Whether or not stockholders plan to attend the virtual-only Annual Meeting, Lear urges stockholders to vote and submit their proxies in advance of the meeting by one of the methods described in the proxy materials.

About Lear Corporation

Lear, a global automotive technology leader in Seating and E-Systems, enables superior in-vehicle experiences for consumers around the world. Our diverse team of talented employees in 39 countries is driven by a commitment to innovation, operational excellence, and sustainability. Lear is Making every drive better^™ by providing the technology for safer, smarter, and more comfortable journeys. Lear, headquartered in Southfield, Michigan, serves every major automaker in the world and ranks #147 on the Fortune 500.

# # #

XML

Cover Page Document	May 04, 2020
Cover page.
Document Period End Date	May 04, 2020
Document Type	8-K
Entity Central Index Key	0000842162
Title of 12(b) Security	Common stock, par value $0.01
Entity Incorporation, State or Country Code	DE
Entity File Number	1-11311
Entity Tax Identification Number	13-3386776
Trading Symbol	LEA
Security Exchange Name	NYSE
Amendment Flag	false
Entity Registrant Name	LEAR CORPORATION
Entity Address, Address Line One	21557 Telegraph Road
Entity Address, City or Town	Southfield
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48033
City Area Code	248
Local Phone Number	447-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false