Current Report Filing (8-k)
20 May 2022 - 6:38AM
Edgar (US Regulatory)
0001043337
false
0001043337
2022-05-17
2022-05-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 17, 2022
STONERIDGE, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio |
001-13337 |
34-1598949 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
39675 MacKenzie Drive, Suite 400,
Novi, Michigan 48377
(Address of principal executive offices, and
Zip Code)
(248) 489-9300
Registrant’s Telephone Number, Including
Area Code
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):
|
¨ |
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 Shares, without par value |
SRI |
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. ¨
| ITEM 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
The Company
held its Annual Meeting of Shareholders on May 17, 2022 (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the Company’s
shareholders approved Amendment No. 1 to the Company’s 2018 Amended and Restated Directors’
Restricted Shares Plan (the “DRSP”), increasing the number of common shares authorized for issuance under the DRSP by 100,000.
A description of the DRSP is included in the Company’s proxy statement which was filed with the Securities and Exchange Commission
on Schedule 14A on April 7, 2022. Amendment No. 1 to the DRSP is attached hereto as Exhibit 10.1.
| ITEM 5.07 | Submission
of Matters to a Vote of Security Holders. |
At the 2022
Annual Meeting the following matters were voted on by the Company’s shareholders:
| 1. | The eight Company
nominees for election to the Board of Directors were elected, each for a one-year term, by
the following votes: |
Nominee |
For |
Withheld |
Broker Non-Votes |
Jonathan B. DeGaynor |
23,615,116 |
439,554 |
846,247 |
Jeffrey P. Draime |
20,368,373 |
3,686,297 |
846,247 |
Ira C. Kaplan |
20,361,874 |
3,692,796 |
846,247 |
Kim Korth |
20,370,270 |
3,684,400 |
846,247 |
William M. Lasky |
16,394,402 |
7,660,268 |
846,247 |
George S. Mayes, Jr. |
23,798,971 |
255,699 |
846,247 |
Paul J. Schlather |
23,557,996 |
496,674 |
846,247 |
Frank S. Sklarsky |
23,785,460 |
269,210 |
846,247 |
| 2. | The proposal to
ratify the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the year ended December 31, 2022 was approved by the following
votes: |
For |
Against |
Abstain |
Broker Non-Votes |
24,707,966 |
191,806 |
1,145 |
- |
| 3. | A non-binding
advisory resolution to approve the 2021 compensation paid to the Company’s Named Executive
Officers was approved by the following votes: |
For |
Against |
Abstain |
Broker Non-Votes |
23,553,611 |
493,405 |
7,654 |
846,247 |
The
Company’s policy is to have an advisory non-binding shareholder vote on the compensation of the Company’s Named Executive
Officers on an annual basis. The Company may change this policy after the next required shareholder vote on how frequently shareholders
will vote on a non-binding resolution to approve the compensation of the Company’s Named Executive Officers.
| 4. | Amendment No.
1 to the Company’s 2018 Amended and Restated
Directors’ Restricted Shares Plan was approved by the following votes: |
For |
Against |
Abstain |
Broker Non-Votes |
23,646,999 |
399,672 |
7,999 |
846,247 |
| ITEM 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits
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.
|
Stoneridge, Inc. |
|
|
Date: May 19, 2022 |
/s/ Matthew R. Horvath |
|
Matthew R. Horvath
Chief Financial Officer and Treasurer
(Principal Financial Officer) |
Stoneridge (NYSE:SRI)
Historical Stock Chart
From Apr 2024 to May 2024
Stoneridge (NYSE:SRI)
Historical Stock Chart
From May 2023 to May 2024