Lear shareholders back directors, pay and incentive plan

Lear Corporation reported the results of its 2026 Annual Meeting of Shareholders held on May 14, 2026.

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.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Auditor ratification for votes: 47,123,548 shares Auditor ratification against votes: 1,101,195 shares Say-on-pay for votes: 46,152,143 shares +5 more

8 metrics

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

Key Terms

broker non-votes, independent registered public accounting firm, advisory approval, Long-Term Stock Incentive Plan, +1 more

5 terms

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:03 PM Learn about SEC filing dates

0000842162false00008421622026-05-142026-05-14

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)

______________________________________ 

Delaware			1-11311			13-3386776
(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 Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common stock, par value $0.01			LEA			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 ☐

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						Abstentions						Broker Non-Votes
Election of directors
Julian G. Blissett			46,475,904						558,398						15,435						1,188,601
Jonathan F. Foster			45,478,264						1,555,950						15,523						1,188,601
Bradley M. Halverson			46,734,080						305,025						10,632						1,188,601
Mary Lou Jepsen			46,374,326						651,777						23,634						1,188,601
Roger A. Krone			46,913,042						125,759						10,936						1,188,601
Rod A. Lache			46,933,523						105,553						10,661						1,188,601
Patricia L. Lewis			46,305,527						720,928						23,282						1,188,601
Kathleen A. Ligocki			46,394,913						638,824						16,000						1,188,601
Conrad L. Mallett, Jr.			42,738,962						4,294,877						15,898						1,188,601
Raymond E. Scott			46,620,103						414,271						15,363						1,188,601
Greg C. Smith			45,808,135						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

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