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LEA > SEC Filings for LEA > Form 8-K on 26-Sep-2013All Recent SEC Filings

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Form 8-K for LEAR CORP


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Plans.

On September 26, 2013, Lear Corporation (the "Company") elected Richard H. Bott to the Board of Directors of the Company (the "Board"), effective immediately, for a term ending at the 2014 annual meeting of stockholders of the Company. Mr. Bott's election expands the size of the Board to nine directors. Mr. Bott's appointment was made in satisfaction of the Company's obligations under the Settlement Agreement (which agreement was previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2013) dated as of April 1, 2013, by and among the Company, Marcato Capital Management LLC and Oskie Capital Management LLC and certain of their affiliates (the "Marcato-Oskie Group"), whereby the Company agreed to appoint a ninth director mutually acceptable to both the Company and the Marcato-Oskie Group.

In connection with his election, the Board approved the payment to Mr. Bott of the non-employee director cash retainer under the Company's Outside Director Compensation Plan, commencing in September 2013. The Board also approved a pro-rata grant to Mr. Bott of shares of common stock of the Company having an aggregate grant date value of approximately $87,000, which equals two-thirds of the annual unrestricted stock retainer for non-employee directors under the Company's Outside Director Compensation Plan.

A copy of the press release announcing Mr. Bott's election to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number Exhibit Description

99.1 Press release, dated September 26, 2013

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