UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On February 26, 2024, the Board of Directors (the “Board”) of Spirit AeroSystems Holdings, Inc. (the “Company”), voted to expand the size of the Board from ten (10) to eleven (11) members and appointed Jane P. Chappell to the Board, effective as of February 26, 2024.
Ms. Chappell has been named a member of the Corporate Governance and Nominating Committee and Risk Committee of the Board, effective as of February 26, 2024.
Ms. Chappell will receive a pro rata cash retainer and equity award under the current 2023-2024 non-employee director compensation program. For a full description of the compensation program for the Company’s non-employee directors, please see the Company’s Definitive Proxy Statement filed on March 15, 2023. Ms. Chappell is expected to enter into the Company’s standard form indemnification agreement for directors.
There are no arrangements or understandings between Ms. Chappell and any other persons pursuant to which she was appointed as a director of the Company. There are no transactions in which Ms. Chappell has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On February 26, 2024, the Company issued a press release announcing the appointment of Ms. Chappell to the Board as a director. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1* | Press Release, dated February 26, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Furnished herewith.
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. | ||
| By: | /s/ Mindy McPheeters | |
| Mindy McPheeters | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
Date: February 26, 2024