LEAR CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Cessation of Compensation Deferrals and Reductions
OnNovember 18, 2020 , the Compensation Committee (the "Committee") of the Board of Directors (the "Board") ofLear Corporation (the "Company") approved, effective immediately, the cessation of certain salary deferrals and reductions that the Corporation had implemented inApril 2020 , as previously disclosed, with respect to the named executive officers in response to industry conditions created by the COVID-19 pandemic. The base salary rates that were in effect immediately prior to the deferrals and reductions will be restored as of such date, and the salary amounts deferred by the named executive officers will be repaid byDecember 31, 2020 . The reduction in non-employee director cash retainer fees that was approved by the Board inApril 2020 will also end effective immediately, and the fees in place before the reduction will be reinstated for the remainder of 2020. Performance-Based Career Share Grants OnNovember 18, 2020 , the Committee approved grants of performance-based Career Share restricted stock units (the "Performance-Based Career Shares"), pursuant to theLear Corporation 2019 Long-Term Stock Incentive Plan (the "Plan") and a Performance-Based Career Shares Restricted Stock Unit Award Agreement (the "Performance-Based Career Shares Award Agreement"), for the Company's named executive officers and in the amounts set forth in the table below:
Performance-Based Career Shares
Name Title (#)
Raymond E. Scott President and Chief Executive Officer 21,250
Senior Vice President and Chief Financial
Jason M. Cardew Officer 8,500
Frank C. Orsini Executive Vice President and President, Seating 12,042
Senior Vice President and Chief Administrative
Thomas A. DiDonato Officer 7,083
Carl A. Esposito Senior Vice President and President, E-Systems 5,312
Subject to vesting, each Performance-Based Career Share represents the right to
receive one share of common stock of the Company. The Performance-Based Career
Shares generally vest on the third anniversary of the grant date and are subject
to delayed settlement, since earned shares are generally not distributed until
the later of age 62 or three years after the grant date. In addition, the
Performance-Based Career Shares will be earned contingent upon the achievement
of certain performance goals during the 2021 calendar year based on the
following measures, with such Performance-Based Career Shares continuing to be
subject to the time-vesting requirement thereafter: (i) liquidity (weighted
1/3), (ii) backlog (weighted 1/3), and (iii) total shareholder return (weighted
1/3), measured from November 1, 2020 through the end of the 2021 calendar year,
which must be no less than the median relative to an auto supplier peer group.
The Performance-Based Career Shares are otherwise subject to terms and
conditions under the Plan that are generally consistent with those applicable to
the Career Shares previously awarded to the named executive officers.
The foregoing description of the Performance-Based Career Shares is a summary
only and is qualified in its entirety by reference to the full text of the form
of Performance-Based Career Shares Award Agreement, which is attached hereto as
Exhibit 10.1 and incorporated by reference herein.
Item 8.01 Other Events
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Additionally, onNovember 18, 2020 , the Company issued a press release announcing that its Board has determined to reinstate the Corporation's quarterly cash dividend, which had been temporarily suspended. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. The words "will," "may," "designed to," "outlook," "believes," "should," "anticipates," "plans," "expects," "intends," "estimates," "forecasts" and similar expressions identify certain of these forward-looking statements. The Company also may provide forward-looking statements in oral statements or other written materials released to the public. All statements contained or incorporated in this Current Report on Form 8-K or in any other public statements that address operating performance, events or developments that the Company expects or anticipates may occur in the future are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed in the Company's Annual Report on Form 10-K for the year endedDecember 31, 2019 , Quarterly Reports on Form 10-Q for the quarters endedApril 4, 2020 ,July 4, 2020 andOctober 3, 2020 , and its otherSecurities and Exchange Commission filings, including this Current Report on Form 8-K. Future operating results will be based on various factors, including actual industry production volumes, the impact of COVID-19 on the Company's business and the global economy, commodity prices, the impact of restructuring actions and the Company's success in implementing its operating strategy. The forward-looking statements in this Current Report on Form 8-K are made as of the date hereof, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit Description Form of Performance-Based Career Shares Award Agreement under the Lear 10.1 Corporation 2019 Long-Term Stock Incentive Plan 99.1 Press Release datedNovember 18, 2020 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
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