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Lear Corporation (NYSE: LEA) investors approve board, pay and stock plan at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lear Corporation reported the results of its 2026 Annual Meeting of Shareholders held on May 14, 2026. Shareholders elected all nominated directors, with support levels generally above 45 million shares cast in favor for each nominee, alongside relatively low opposition and abstention counts.

Shareholders also ratified the retention of the independent registered public accounting firm, with 47,123,548 shares voted for and 1,101,195 against. In advisory votes, shareholders approved Lear’s executive compensation and approved the amendment and restatement of Lear’s 2019 Long-Term Stock Incentive Plan, each receiving over 46 million votes in favor.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification for votes 47,123,548 shares Ratification of independent registered public accounting firm
Auditor ratification against votes 1,101,195 shares Ratification of independent registered public accounting firm
Say-on-pay for votes 46,152,143 shares Advisory approval of Lear’s executive compensation
Say-on-pay against votes 872,805 shares Advisory approval of Lear’s executive compensation
Stock plan amendment for votes 46,031,010 shares Approval of amendment and restatement of 2019 Long-Term Stock Incentive Plan
Blissett director for votes 46,475,904 shares Election of director Julian G. Blissett
Mallett director for votes 42,738,962 shares Election of director Conrad L. Mallett, Jr.
Broker non-votes on key proposals 1,188,601 shares Director elections, say-on-pay, and stock plan proposals
broker non-votes financial
"Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ratification of retention of independent registered public accounting firm 47,123,548 | 1,101,195 | 13,595"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory approval financial
"Advisory approval of Lear’s executive compensation 46,152,143 | 872,805 | 24,789"
Long-Term Stock Incentive Plan financial
"Approval of amendment and restatement of Lear’s 2019 Long-Term Stock Incentive Plan 46,031,010 | 998,339"
Annual Meeting of Shareholders financial
"Lear Corporation held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
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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 14, 2026
______________________________________ 

LEAR CORPORATION
(Exact name of Registrant as specified in its charter)
______________________________________ 
Delaware1-1131113-3386776
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI 48033
(Address of principal executive offices)

(248) 447-1500
(Registrant’s telephone number, including area code)

N/A
(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:

☐    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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.01 LEANew 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 ☐




Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders
On May 14, 2026, Lear Corporation (“Lear”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting:


Shares
Voted For		Shares
Voted Against		AbstentionsBroker
Non-Votes
Election of directors
Julian G. Blissett46,475,904 558,398 15,435 1,188,601 
Jonathan F. Foster45,478,264 1,555,950 15,523 1,188,601 
Bradley M. Halverson46,734,080 305,025 10,632 1,188,601 
Mary Lou Jepsen46,374,326 651,777 23,634 1,188,601 
Roger A. Krone46,913,042 125,759 10,936 1,188,601 
Rod A. Lache46,933,523 105,553 10,661 1,188,601 
Patricia L. Lewis46,305,527 720,928 23,282 1,188,601 
Kathleen A. Ligocki46,394,913 638,824 16,000 1,188,601 
Conrad L. Mallett, Jr.42,738,962 4,294,877 15,898 1,188,601 
Raymond E. Scott46,620,103 414,271 15,363 1,188,601 
Greg C. Smith45,808,135 1,220,760 20,842 1,188,601 
Ratification of retention of independent registered public accounting firm
47,123,548 1,101,195 13,595 N/A
Advisory approval of Lear’s executive compensation
46,152,143 872,805 24,789 1,188,601 
Approval of amendment and restatement of Lear’s 2019 Long-Term Stock Incentive Plan
46,031,010 998,339 20,388 1,188,601 
2




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.
 
  Lear Corporation
May 14, 2026  By: /s/ Jason M. Cardew
  Name: Jason M. Cardew
  Title: Senior Vice President and Chief Financial Officer




Source: View Original Filing on SEC EDGAR

FAQ

What did Lear Corporation (LEA) shareholders vote on at the 2026 Annual Meeting?

Lear Corporation shareholders voted on director elections, ratification of the independent registered public accounting firm, advisory approval of executive compensation, and approval of an amendment and restatement of the 2019 Long-Term Stock Incentive Plan, all at the 2026 Annual Meeting held on May 14, 2026.

Were all director nominees elected at Lear Corporation’s 2026 Annual Meeting?

All listed director nominees, including Julian G. Blissett, Raymond E. Scott, and others, were elected. Each nominee received over 42.7 million shares voted in favor, with comparatively smaller numbers of votes against, abstentions, and broker non-votes reported for each board seat.

How did Lear Corporation (LEA) shareholders vote on executive compensation in 2026?

Lear Corporation shareholders provided advisory approval of the company’s executive compensation. The vote recorded 46,152,143 shares in favor, 872,805 shares against, and 24,789 abstentions, along with 1,188,601 broker non-votes, indicating majority support for the existing compensation program.

Did Lear Corporation shareholders approve changes to the 2019 Long-Term Stock Incentive Plan?

Shareholders approved the amendment and restatement of Lear’s 2019 Long-Term Stock Incentive Plan. The proposal received 46,031,010 shares voted for, 998,339 against, and 20,388 abstentions, with 1,188,601 broker non-votes, supporting continued use and modification of the long-term incentive program.

What was the outcome of the auditor ratification vote for Lear Corporation in 2026?

Lear Corporation shareholders ratified the retention of the independent registered public accounting firm. The voting results showed 47,123,548 shares in favor, 1,101,195 shares against, and 13,595 abstentions, with no broker non-votes reported for this particular proposal on the ballot.

How many broker non-votes were reported in Lear Corporation’s 2026 director elections?

For each director election, Lear Corporation reported 1,188,601 broker non-votes. These broker non-votes applied across all named nominees, including individuals such as Julian G. Blissett, Mary Lou Jepsen, and Raymond E. Scott, indicating shares present but not voting on these items.

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