LEA 10-K Annual Report Dec. 31, 2023 | Alphaminr
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LEA 10-K Fiscal year ended Dec. 31, 2023

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LEAR CORP
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PROXIES
DEF 14A
 		Filed on April 3, 2024
DEF 14A
 		Filed on April 4, 2023
DEF 14A
 		Filed on April 4, 2022
DEF 14A
 		Filed on April 5, 2021
DEF 14A
 		Filed on April 6, 2020
DEF 14A
 		Filed on March 28, 2019
DEF 14A
 		Filed on March 30, 2018
DEF 14A
 		Filed on March 31, 2017
DEF 14A
 		Filed on March 31, 2016
DEF 14A
 		Filed on March 27, 2015
DEF 14A
 		Filed on April 1, 2014
DEF 14A
 		Filed on April 5, 2013
DEF 14A
 		Filed on April 4, 2012
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 		Filed on March 30, 2011
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TABLE OF CONTENTS
Part IItem 1 BusinessItem 7, "management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 1C CybersecurityItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For The Company's Common Equity,Item 6 ReservedItem 7 Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Consolidated Financial Statements andItem 9 Changes in and Disagreements with Accountants onItem 9A Controls and ProceduresItem 9B Other InformationItem 9C Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management andItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accounting Fees and ServicesPart IVItem 15 Exhibits and Financial Statement ScheduleItem 16 Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 9, 2009). ** 3.2 Second Amended and Restated Bylaws of the Company. 4.1 Indenture, dated August 17, 2017, among the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 17, 2017). 4.2 First Supplemental Indenture, dated August 17, 2017, among the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 17, 2017). 4.3 Second Supplemental Indenture, dated May 1, 2019, among the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 1, 2019). 4.4 Third Supplemental Indenture, dated May 1, 2019, among the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 1, 2019). 4.5 Fourth Supplemental Indenture, dated February 24, 2020, among the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 24, 2020). 4.6 Indenture, dated November 8. 2021, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 8, 2021). 4.7 First Supplemental Indenture, dated November 8, 2021, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 8, 2021). 4.8 Second Supplemental Indenture, dated November 28, 2021, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 8, 2021). 4.9 Description of Lear Corporation's securities (incorporated by reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019). 10.1 * Lear Corporation 2009 Long-Term Stock Incentive Plan, amended and restated effective January1, 2014 (incorporated by reference to Exhibit 10.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2013). 10.3 * First Amendment to the Lear Corporation Pension Equalization Program, dated as of December 21, 2006 (incorporated by reference to Exhibit 10.45 to the Companys Annual Report on Form 10-K for the year ended December 31, 2006). 10.5 * Third Amendment to the Lear Corporation Pension Equalization Program, effective as of December 18, 2007 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December19, 2007). 10.6 * Lear Corporation Outside Directors Compensation Plan - Form of Cash Retainer Deferral Election, effective as of September 13, 2017 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017). 10.7 * Lear Corporation Salaried Retirement Restoration Program (f/k/a Lear Corporation PSP Excess Plan), amended and restated effective December 29, 2017 (incorporated by reference to Exhibit 10.13 to the Companys Annual Report on Form 10-K for the year ended December 31, 2017). 10.8 * First Amendment to the Lear Corporation Salaried Retirement Restoration Program (amended and restated effective December 29, 2017) effective as of November 18, 2020 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021). 10.9 * Lear Corporation Outside Directors Compensation Plan, amended and restated effective May 16, 2019 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 29, 2019). 10.10 * Lear Corporation 2019 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-8 filed on July 26, 2019). 10.11 * Form of RSU Grant Deferral Election under the Lear Corporation Outside Directors Compensation Plan, effective as of May 16, 2019 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 29, 2019). 10.12 * Form of 2019 Restricted Stock Unit Terms and Conditions for Non-Employee Directors under the Lear Corporation 2019 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 29, 2019). 10.13 * Form of 2020 Performance-Based Career Shares Award Agreement under the Lear Corporation 2019 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed November 19, 2020). 10.14 * Second Amended and Restated Employment Agreement, dated February 14, 2018, between the Company and Raymond E. Scott (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February 14, 2018). 10.15 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Raymond E. Scott (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 4, 2020). 10.16 * Employment Agreement, dated September 27, 2019, between Lear Corporation and Jason M. Cardew (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 1, 2019). 10.17 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Jason M. Cardew (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 4, 2020). 10.18 * Employment Agreement, dated August 8, 2019, between Lear Corporation and Carl A. Esposito (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 14, 2019). 10.19 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Carl A. Esposito (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 4, 2020). 10.20 * Second Amended and Restated Employment Agreement, dated March 1, 2018, between the Company and Frank C. Orsini (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 1, 2018). 10.21 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Frank C. Orsini (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 4, 2020). 10.22 * Amended and Restated Employment Agreement, dated September 21, 2022, between the Company and Harry A. Kemp (incorporated by referenced to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 2022). 10.23 * Lear Corporation Annual Incentive Plan (Amended and Restated as of January 1, 2014) (incorporated by reference to Appendix B to the Companys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2014). 10.24 * First Amendment to the Lear Corporation 2009 Long-Term Stock Incentive Plan (amended and restated as of January1, 2014), effective as of January 1, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2017). 10.25 Amended and Restated Credit Agreement, dated as of October 28, 2021, among the Company, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Barclays Bank PLC, Bank of America, N.A., Citibank N.A. and HSBC Bank USA, National Association, as syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 28, 2021). 10.26 * First Amendment to the Lear Corporation Annual Incentive Plan (amended and restated as of January 1, 2014), effective February 9, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2017). 10.27 * Second Amendment to the Lear Corporation Annual Incentive Plan (amended and restated January 1, 2014), effective December 19, 2019 (incorporated by reference to Exhibit 10.33 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019). 10.28 * Statement on Confidential Information, effective as of August 9, 2017 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017). 10.29 * Lear Corporation Outside Directors Compensation Plan - Form of Stock Grant Deferral Election, effective as of September 13, 2017 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017). 10.30 * Anti-Hedging and Anti-Pledging Policy, amended and restated as of September 13, 2017 (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017). 10.31 * Lear Corporation 2019 Long-Term Stock Incentive Plan (Amended and Restated as of May 18, 2023) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 1, 2023). ** 10.32 * Form ofRestricted Stock Unit Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan. ** 10.33 * Form ofPerformance Share Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan. ** 10.34 * Form ofRestricted Stock Unit"Career Shares"Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan. ** 10.35 * Lear Corporation Annual Incentive Plan (Amended and Restated as of January 1, 2024). 10.36 * Lear Corporation Outside Directors Compensation Plan, Amended and Restated effective May 16, 2024 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2023). 10.37 Extension Agreement and Amendment No. 2 dated November 21, 2023, related to the Amended and Restated Credit Agreement, dated October 28, 2021 (as amended by that certain Amendment No. 1, dated June 14, 2023) among Lear Corporation, the foreign subsidiary borrowers from time to time thereto, the lenders from time to time party thereto, Barclays Bank PLC, Bank of America, N.A., Citibank, N.A. and HSBC Bank USA, National Association, as syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 21, 2023. ** 10.38 * Lear Corporation Executive Retiree Health Reimbursement Account Plan. ** 21.1 List of subsidiaries of the Company. ** 23.1 Consent of Ernst & Young LLP. ** 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. ** 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. ** 32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Lear Corporation Incentive Based Compensation Recoupment Policy (incorporated by reference to Exhibit 99.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2023). 99.1 Debtors' First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated September 18, 2009 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on November 5, 2009).