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Section 1: 8-K (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): February 20, 2018

 

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):

 

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))

 

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 o

 

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. o

 

 

 



 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(d)   On February 20, 2018, the Board of Directors (the “Board”) of Spirit AeroSystems Holdings, Inc. (the “Company”) approved an increase in the size of the Board from nine to ten members, and elected Laura Wright to fill the newly created vacancy. Ms. Wright will serve on the Board until the Company’s 2018 Annual Meeting of Stockholders, until her successor has been duly elected and qualified, or until her earlier death, resignation, or removal. Ms. Wright was also named to the Risk Committee of the Board, effective immediately.

 

There are no arrangements or understandings between Ms. Wright and any other persons pursuant to which she was selected as a director. Ms. Wright will receive customary compensation for the Company pursuant to the Company’s non-employee director compensation program, pro-rated based on her service in 2018. Additional information about non-employee director compensation to which Ms. Wright will be entitled is described in the Proxy Statement for the Company’s 2017 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 24, 2017.

 

A copy of the press release announcing the election of Ms. Wright to the Board is attached as Exhibit 99.1 to this report.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 99.1— Press Release dated February 22, 2018

 

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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: February 22, 2018

By:

/s/ Stacy Cozad

 

 

Name:

Stacy Cozad

 

 

Title:

Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

Spirit AeroSystems Announces New Board Member

 

WICHITA, Kan., Feb. 22, 2018 — Spirit AeroSystems Holdings, Inc. (NYSE: SPR) today announced that retired Southwest Airlines executive Laura Wright has joined its board of directors.

 

“Laura embodies an exceptional combination of financial acumen and aviation industry experience,” said Bob Johnson, board chairman of Spirit AeroSystems. “We are excited to have her join the full board, as well as serve on the risk committee.”

 

Wright served in a variety of financial leadership roles during her 25-year career at Southwest Airlines, including treasurer and senior vice president of Finance, before retiring as senior vice president and chief financial officer in 2012. Upon retirement, Wright founded GSB Advisory, LLC, providing strategic and financial consulting to non-profits and other businesses pursuing growth.

 

Wright holds Bachelor and Master of Science degrees in accounting from the University of North Texas. She is a certified public accountant.

 

On the web: www.spiritaero.com
On Twitter: @SpiritAero

 

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Contacts:

Media:

Keturah Austin, Corporate Communications

 

(316) 523-2611

 

keturah.austin@spiritaero.com

 

About Spirit AeroSystems

 

Spirit AeroSystems designs and builds aerostructures for both commercial and defense customers. With headquarters in Wichita, Kansas, Spirit operates sites in the U.S., U.K., France and Malaysia. The company’s core products include fuselages, pylons, nacelles and wing components for the world’s premier aircraft. Spirit AeroSystems focuses on affordable, innovative composite and aluminum manufacturing solutions to support customers around the globe. More information is available at www.spiritaero.com.

 


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