LEAR CORP
10-Qs and 10-Ks
PROXIES
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Exchange Act of 1934
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| o | Soliciting Material Pursuant to §240.14a-12 |
Lear Corporation
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| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Table of Contents
21557 Telegraph Road
Southfield, Michigan 48033
March 31,
2010
Dear Fellow Stockholder:
On behalf of the Board of Directors of Lear Corporation, you are
cordially invited to attend the 2010 Annual Meeting of
Stockholders to be held on May 13, 2010, at 10:00 a.m.
(Eastern Time) at Lear Corporation’s Corporate Headquarters
at 21557 Telegraph Road, Southfield, Michigan 48033.
The attached proxy statement provides you with detailed
information about the annual meeting. We encourage you to read
the entire proxy statement carefully. You may also obtain more
information about Lear from documents we have filed with the
Securities and Exchange Commission.
We are delivering our proxy statement and annual report pursuant
to the Securities and Exchange Commission rules that allow
companies to furnish proxy materials to their stockholders over
the Internet. We believe that this delivery method expedites
stockholders’ receipt of proxy materials and reduces the
cost and environmental impact of our annual meeting. On or about
March 31, 2010, we will mail to our stockholders a notice
containing instructions on how to access our proxy materials. In
addition, the notice includes instructions on how you can
receive a paper copy of our proxy materials.
You are being asked at the annual meeting to ratify the
appointment of Ernst & Young LLP as our independent
registered public accounting firm and transact any other
business properly brought before the meeting.
Whether or not you plan to attend the annual meeting, your vote
is important, and we encourage you to vote promptly. You may
vote your shares via a toll-free telephone number, over the
Internet or by completing, dating, signing and returning your
proxy card, as described in the attached proxy statement and
proxy card.
Thank you in advance for your cooperation and continued support.
Sincerely,
/s/ Robert E. Rossiter
Robert E. Rossiter
Chairman, Chief Executive Officer and President
This proxy statement is dated March 31, 2010, and is first
being made available to stockholders electronically via the
Internet on or about March 31, 2010.
Table of Contents
LEAR
CORPORATION
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
May 13, 2010
10:00 a.m., Eastern
Time
To the Stockholders of Lear Corporation:
The 2010 Annual Meeting of Stockholders will be held on
May 13, 2010, at 10:00 a.m. (Eastern Time) at Lear
Corporation’s Corporate Headquarters at 21557 Telegraph
Road, Southfield, Michigan 48033. The purpose of the meeting is
to:
| 1. | ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010; and | |
| 2. | conduct any other business properly brought before the meeting or any adjournments or postponements thereof. |
Voting is limited to stockholders of record at the close of
business on March 22, 2010. A list of stockholders entitled
to vote at the meeting, and any postponements or adjournments of
the meeting, will be available for examination between the hours
of 9:00 a.m. and 5:00 p.m. Eastern Time at our
headquarters at 21557 Telegraph Road, Southfield, Michigan 48033
during the ten days prior to the meeting and also at the meeting.
Your vote is important. Whether or not you plan to attend the
annual meeting, please vote your shares via the toll-free
telephone number, over the Internet or by completing, signing
and dating the proxy card, as described in the attached proxy
statement and proxy card. Your prompt cooperation is greatly
appreciated.
By Order of the Board of Directors,
/s/ Terrence B. Larkin
Terrence B. Larkin
Senior Vice President, General Counsel and
Corporate Secretary
March 31, 2010
TABLE OF
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Table of Contents
LEAR
CORPORATION
21557 Telegraph Road
Southfield, Michigan 48033
21557 Telegraph Road
Southfield, Michigan 48033
SUMMARY
OF THE ANNUAL MEETING
Annual
Meeting
The 2010 Annual Meeting of Stockholders (the “Annual
Meeting”) of Lear Corporation (referred to herein as the
“Company,” “Lear,” “we,”
“us” or “our” as the context requires) will
be held at Lear’s Corporate Headquarters at 21557 Telegraph
Road, Southfield, Michigan 48033, on May 13, 2010, at
10:00 a.m. (Eastern Time).
Record
Date
The date fixed to determine stockholders entitled to notice of
and to vote at the meeting is the close of business on
March 22, 2010.
Notice of
Electronic Availability of Proxy Statement and Annual
Report
As permitted by rules adopted by the United States Securities
and Exchange Commission (the “SEC”), we are making
this proxy statement and our annual report available to
stockholders electronically via the Internet. On or about
March 31, 2010, we will mail to our stockholders a notice
(the “Notice”) containing instructions on how to
access this proxy statement, the proxy card and our annual
report. If you received a Notice by mail and would like to
receive a printed copy of our proxy materials, you should follow
the instructions for requesting such materials included in the
Notice.
Agenda
The agenda for the meeting is:
| 1. | to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010; and | |
| 2. | to conduct any other business properly brought before the meeting or any adjournments or postponements thereof. |
Proxy
Solicitation
Our Board of Directors (the “Board”) is soliciting
your proxy to vote your shares at our Annual Meeting. The cost
of this solicitation, including the cost of preparing this proxy
statement, the proxy card, the Notice and the annual report are
being paid by the Company.
Information
about Voting
You may vote in person at the Annual Meeting or by proxy. There
are three ways to vote by proxy:
| • | By Internet — You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card; | |
| • | By Telephone — You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card; and | |
| • | By Mail — You can vote by completing, dating, signing and returning the proxy card. |
Telephone and Internet voting facilities for stockholders of
record will be available 24 hours a day and will close at
11:59 p.m. (Eastern Time) on May 12, 2010.
Your proxy will be voted in accordance with your instructions,
so long as, in the case of a proxy card returned by mail, such
card has been executed and dated. If you execute and return your
proxy card by mail but provide no
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specific instructions in the proxy card, your shares will be
voted FOR the ratification of the appointment of our independent
registered public accounting firm.
We do not intend to bring any matters before the meeting except
those indicated in the notice of Annual Meeting and described in
this proxy statement, and we do not know of any matter which
anyone else intends to present for action at the meeting. If any
other matters properly come before the meeting, however, the
persons named in the enclosed proxy will be authorized to vote
or otherwise act in accordance with their judgment.
Revoking
Proxies
You may revoke your proxy at any time before it is voted at the
meeting by:
| • | delivering to Terrence B. Larkin, our Senior Vice President, General Counsel and Corporate Secretary, a signed, written revocation letter dated later than the date of your proxy; | |
| • | submitting a proxy to Lear by telephone, Internet or mail that is dated later than the date of any proxy previously submitted; or | |
| • | attending the meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must vote in person at the meeting to revoke your proxy). |
Outstanding
Shares
On the record date, there were approximately
43,916,880 shares of our common stock, par value $0.01 per
share, outstanding (including 1,288,095 shares reserved for the
satisfaction of certain claims in connection with our emergence
from Chapter 11 bankruptcy proceedings) and approximately
5,314,130 shares of our Series A convertible
participating preferred stock, par value $0.01 per share
(“Series A Preferred Stock”), outstanding. Our
common stock and Series A Preferred Stock are the only
classes of voting securities outstanding, and the holders of our
common stock and Series A Preferred Stock vote together as
a single class.
Quorum
A quorum is established when a majority of shares entitled to
vote is present at the meeting, either in person or by proxy.
Abstentions and broker non-votes (as described below under
“— Required Vote”) are counted for purposes
of determining whether a quorum is present.
Voting
Each share of common stock and Series A Preferred Stock
that you hold as of the record date entitles you to one vote,
without cumulation, on each matter to be voted upon at the
meeting.
Required
Vote
The affirmative vote of the holders of a majority of the shares
represented in person or by proxy and entitled to vote on the
item will be required for approval of the ratification of our
independent registered public accounting firm and any other
matter properly brought before the meeting. Abstentions on any
matter will not be voted but will be counted for purposes of
determining whether there is a quorum and the minimum number of
affirmative votes required for approval. Accordingly, an
abstention will have the effect of a negative vote on such item.
Shares Held
Through a Bank, Broker or Other Nominee
If you hold your shares in “street name” through a
bank, broker or other nominee, such bank, broker or nominee will
vote those shares in accordance with your instructions. To so
instruct your bank, broker or nominee, you should follow the
information provided to you by such entity. Without instructions
from you, a bank, broker or nominee will be permitted to
exercise its own voting discretion with respect to certain
so-called routine matters, which include
Proposal No. 1 (ratification of auditor). Thus, if you
do not give your bank, broker or nominee specific instructions
with respect to Proposal No. 1, your shares will be
voted in such entity’s discretion. We urge you, however, to
provide your bank, broker or nominee with appropriate voting
instructions so that all your shares may be voted at the meeting.
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Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 22, 2010
(except as indicated below), beneficial ownership, as defined by
SEC rules, of our common stock and Series A Preferred Stock
and ownership of restricted stock units (“RSUs”) by
the persons or groups specified. Each of the persons listed
below has sole voting and investment power with respect to the
beneficially owned shares listed unless otherwise indicated. The
percentage calculations set forth in the table are based on
43,916,880 shares of common stock outstanding on
March 22, 2010 (as adjusted to include shares of common
stock issuable upon the conversion or exercise of Series A
Preferred Stock and Warrants, as applicable) and
5,314,130 shares of Series A Preferred Stock
outstanding on March 22, 2010, rather than based on the
percentages set forth in stockholders’ Schedules 13G.
|
Number of |
Percentage of |
|||||||||||||||||||
|
Shares of Series |
Series A |
|||||||||||||||||||
|
Number of Shares |
Percentage of |
A Preferred |
Preferred |
Number of |
||||||||||||||||
|
of Common Stock |
Common Stock |
Stock Owned |
Stock Owned |
Restricted Stock |
||||||||||||||||
| Owned Beneficially | Owned Beneficially | Beneficially | Beneficially | Units Owned(7) | ||||||||||||||||
|
5% Beneficial Owners:
|
||||||||||||||||||||
|
Anchorage Capital Master Offshore, Ltd. and affiliates(1)
|
3,802,789 | (1) | 8.4 | % | 611,211 | (1) | 11.5 | % | − | |||||||||||
|
Avenue Special Situations Fund V, L.P. and affiliates(2)
|
3,798,368 | (2) | 8.4 | %(3) | (3) | (3) | − | |||||||||||||
|
D.E. Shaw & Co., L.P. and affiliates(4)
|
2,202,816 | (4) | 5.0 | % | 70,238 | 1.3 | % | − | ||||||||||||
|
Executive Officers and Directors:
|
||||||||||||||||||||
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Robert E. Rossiter(5)(6)
|
18,181 | * | − | − | 263,555 | |||||||||||||||
|
Matthew J. Simoncini(5)
|
− | * | − | − | 76,895 | |||||||||||||||
|
Raymond E. Scott(5)
|
− | * | − | − | 76,895 | |||||||||||||||
|
Louis R. Salvatore(5)
|
− | * | − | − | 76,895 | |||||||||||||||
|
Terrence B. Larkin(5)
|
− | * | − | − | 76,895 | |||||||||||||||
|
Thomas P. Capo(6)
|
1,860 | − | − | − | ||||||||||||||||
|
Curtis J. Clawson(6)
|
1,860 | − | − | − | ||||||||||||||||
|
Jonathan F. Foster(6)
|
1,860 | − | − | − | ||||||||||||||||
|
Conrad L. Mallett(6)
|
1,125 | * | − | − | − | |||||||||||||||
|
Philip F. Murtaugh(6)
|
1,860 | * | − | − | − | |||||||||||||||
|
Donald L. Runkle(6)
|
1,860 | * | − | − | − | |||||||||||||||
|
Gregory C. Smith(6)
|
1,860 | * | − | − | − | |||||||||||||||
|
Henry D.G. Wallace(6)
|
1,860 | * | − | − | − | |||||||||||||||
|
Total Executive Officers and Directors as a Group
(16 individuals)
|
32,326 | * | − | − | 631,288 | |||||||||||||||
| * | Less than 1% | |
| (1) | Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 16, 2010 by Anchorage Capital Master Offshore, Ltd. (“Anchorage Offshore”), GRF Master Fund, L.P. (“GRF Fund”), Anchorage Advisors, L.L.C. (“Advisors”), Anchorage Advisors Management, L.L.C. (“Management”), Anthony L. Davis and Kevin M. Ulrich (collectively, the “Anchorage Reporting Persons”). As of December 31, 2009, each of Advisors, Management, Mr. Davis and Mr. Ulrich may be deemed beneficial owners of 3,802,789 shares of our common stock. This amount consists of: (a) 3,773,916 shares of common stock held for the account of Anchorage Offshore; and (b) 28,873 shares of common stock held for the account of GRF Fund. These amounts also include shares of common stock that the Reporting Persons may be deemed to own upon exercise of warrants pursuant to Rule 13d-3(d)(1)(i). Advisors, Management, Mr. Davis and Mr. Ulrich may be deemed to beneficially own 780,742 shares of common stock upon the exercise of our |
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Table of Contents
| warrants to purchase common stock, par value $0.01 per share (“Warrants”), and 611,211 shares of common stock upon the conversion of Series A Preferred Stock. The principal business address of the Anchorage Entities is 610 Broadway, 6th Floor, New York, New York 10012. | ||
| (2) | Information contained in the table above and this footnote is based on a report on Schedule 13G filed with the SEC on December 18, 2009 by Avenue Investments, L.P., Avenue Special Situations Fund V, L.P. (2,709,977 shares beneficially owned), Avenue Capital Partners V, LLC (2,709,977 shares beneficially owned), GL Partners V, LLC (2,709,977 shares beneficially owned), Avenue Capital Management II, L.P. (3,798,368 shares beneficially owned), Avenue Capital Management II GenPar, LLC (3,798,368 shares beneficially owned) and Mark Lasry (3,798,368 shares beneficially owned) (collectively, the “Avenue Reporting Persons”). The securities reported in the Schedule 13G are held by Avenue Investments, L.P., Avenue Special Situations Fund V, L.P., Avenue Special Situations Fund IV, L.P., Avenue-CDP Global Opportunities Fund, L.P. and Avenue International Master, L.P. (collectively, the “Avenue Entities”). According to the Schedule 13G, Avenue Special Situations Fund V, L.P., is the only Avenue Entity that holds more than 5% of our common stock. Avenue Capital Partners V, LLC is the General Partner of Avenue Special Situations Fund V, L.P. GL Partners V, LLC is the Managing Member of Avenue Capital Partners V, LLC, and Marc Lasry is the Managing Member of GL Partners V, LLC. Avenue Capital Management II, L.P. is an investment adviser to each of the Avenue Entities. Avenue Capital Management II GenPar, LLC is the General Partner of Avenue Capital Management II, L.P., and Marc Lasry is the Managing Member of Avenue Capital Management II GenPar, LLC. The number of shares of common stock includes 1,279,170 shares of common stock issuable upon conversion of the shares of Series A Preferred Stock held by the Avenue Reporting Persons, which are convertible into common stock within 60 days of the date of the Schedule 13G and shares of common stock issuable upon exercise of our Warrants, held by the Avenue Reporting Persons within 60 days of the date of the Schedule 13G. The principal business address of the Avenue Reporting Persons is c/o Avenue Capital Management II, L.P., 535 Madison Avenue, 15th Floor, New York, NY 10022. | |
| (3) | The Schedule 13G filed by the Avenue Reporting Persons does not clearly indicate the number of shares of Series A Preferred Stock beneficially owned by the Avenue Reporting Persons. The number of shares set forth in note 2 above may represent the aggregate number of shares of common stock issuable upon (a) conversion of only the Series A Preferred Stock or (b) conversion or exercise, as applicable, of all Series A Preferred Stock and Warrants beneficially owned by the Avenue Reporting Persons. For purposes of the percentage calculation in the table above, we have assumed that the number of shares reported by the Avenue Reporting Persons includes shares of common stock issuable upon conversion or exercise, as applicable, of all Series A Preferred Stock and Warrants beneficially owned by the Avenue Reporting Persons | |
| (4) | Information contained in the table above and in this footnote is based on a report on Schedule 13G filed with the SEC on March 22, 2010 by D. E. Shaw & Co., L.P. (2,202,816 shares beneficially owned) and David E. Shaw (2,202,816 shares beneficially owned). This amount is composed of (i) 1,380,150 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C. (“Oculus”), (ii) 421,409 shares that Oculus has the right to acquire upon exercise of the Warrants, (iii) 70,238 shares that Oculus has the right to acquire through the conversion of the Series A Preferred Stock, (iv) 329,919 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., and (v) 1,100 shares under the management of D. E. Shaw Investment Management, L.L.C. According to the Schedule 13G, David E. Shaw is the President of D. E. Shaw & Co., Inc., and he does not own any shares directly, but may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 2,202,816 shares. Therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. However, he disclaims beneficial ownership of such shares. The principal business address of D. E. Shaw & Co., L.P. and David E. Shaw is 120 W. 45th Street, Tower 45, 39th Floor, New York, New York 10036. | |
| (5) | The individual is a Named Executive Officer. | |
| (6) | The individual is a director. | |
| (7) | Includes the RSUs owned by our executive officers as of March 22, 2010. These RSUs are subject to all the economic risks of stock ownership but may not be voted or sold and are subject to vesting provisions as set forth in the respective grant agreements. 7,680 of Mr. Rossiter’s RSUs vest and settle into shares of our common stock on the 9th day of each month for the next 32 months (including April 2010), subject to the withholding of amounts necessary to satisfy tax withholding obligations. |
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FEES OF
INDEPENDENT ACCOUNTANTS
In connection with the audit of the 2009 financial statements,
we entered into an engagement agreement with Ernst &
Young LLP which sets forth the terms by which Ernst &
Young LLP will perform audit services for the Company. That
agreement is subject to alternative dispute resolution
procedures.
In addition to retaining Ernst & Young LLP to audit
our consolidated financial statements for 2009, we retained
Ernst & Young LLP, as well as other accounting firms,
to provide tax and other advisory services in 2009. We
understand the need for Ernst & Young LLP to maintain
objectivity and independence in its audit of our financial
statements. It is also the Audit Committee’s goal that the
fees that the Company pays to Ernst & Young LLP for
permitted non-audit services in any year should not exceed the
audit and audit-related fees paid to Ernst & Young LLP
in such year, a goal which the Company achieved in 2009 and 2008.
In order to assure that the provision of audit and non-audit
services provided by Ernst & Young LLP, our
independent registered public accounting firm, does not impair
its independence, the Audit Committee is required to pre-approve
the audit and permitted non-audit services to be performed by
Ernst & Young LLP, other than de minimis services that
satisfy the requirements pertaining to de minimis exceptions for
non-audit services described in Section 10A of the
Securities Exchange Act of 1934. The Audit Committee also has
adopted policies and procedures for pre-approving all audit and
permitted non-audit work performed by Ernst & Young
LLP. Any pre-approval is valid for 14 months from the date
of such pre-approval, unless the Audit Committee specifically
provides for a different period. Any pre-approval must also set
forth in detail the particular service or category of services
approved and is generally subject to a specific cost limit. All
of the fees for audit, audit-related, tax and other services
performed by Ernst & Young LLP were pre-approved by
the Audit Committee in accordance with the pre-approval policies
and procedures described in this paragraph.
The Audit Committee has adopted policies regarding our ability
to hire employees, former employees and certain relatives of
employees of the Company’s independent accountants.
During 2009 and 2008, we retained Ernst & Young LLP to
provide services in the following categories and amounts:
| 2009 | 2008 | |||||||
|
Audit fees(1)
|
$ | 9,160,000 | $ | 8,367,000 | ||||
|
Audit-related fees(2)
|
162,000 | 196,000 | ||||||
|
Tax fees(3)
|
1,710,000 | 2,186,000 | ||||||
|
All other fees
|
— | — | ||||||
| (1) | Audit fees in 2009 and 2008 include services related to the annual audit of our consolidated financial statements, the audit of our internal controls over financial reporting, the reviews of our Quarterly Reports on Form 10-Q, international statutory audits and other services that are normally provided by the independent accountants in connection with our regulatory filings. Audit fees in 2009 also include certain additional audit services performed related to the bankruptcy filings and subsequent emergence from bankruptcy. | |
| (2) | Audit-related fees in 2009 and 2008 include services related to the audits of employee benefit plans. | |
| (3) | Tax fees include services related to tax compliance, tax advice and tax planning. |
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Table of Contents
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PUBLIC ACCOUNTING FIRM
(PROPOSAL NO. 1)
Our Audit Committee has appointed Ernst & Young LLP as
our independent registered public accounting firm for the year
ending December 31, 2010. A proposal will be presented at
the meeting to ratify this appointment. Ratification of the
appointment of our independent registered public accounting firm
requires the affirmative vote of the majority of shares present
in person or represented by proxy at the meeting and entitled to
vote. If the stockholders fail to ratify such selection, another
independent registered public accounting firm will be considered
by our Audit Committee, but the Audit Committee may nonetheless
choose to engage Ernst & Young LLP. Even if the
appointment of Ernst & Young LLP is ratified, the
Audit Committee in its discretion may select a different
independent registered public accounting firm at any time during
the year if it determines that such a change would be in the
best interests of Lear and its stockholders. We have been
advised that a representative of Ernst & Young LLP
will be present at the meeting and will be available to respond
to appropriate questions and, if such person chooses to do so,
make a statement.
YOUR
BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF
THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.
THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.
PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE
PROPOSAL
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
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EMERGENCE
FROM CHAPTER 11 BANKRUPTCY PROCEEDINGS
On July 7, 2009, the Company and certain of its
U.S. and Canadian subsidiaries (collectively, the
“Debtors”) filed voluntary petitions for relief under
Chapter 11 (“Chapter 11”) of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York (the “Bankruptcy
Court”) (Consolidated Case
No. 09-14326).
On November 9, 2009, the Debtors consummated the
reorganization contemplated by the plan of reorganization
approved by the Bankruptcy Court and emerged from
Chapter 11 bankruptcy proceedings. In connection with the
Company’s emergence from Chapter 11 bankruptcy
proceedings, all of the Company’s common stock was
extinguished, and no distributions were made to our former
shareholders under the plan of reorganization. The Company
issued new common stock to certain of its Chapter 11
stakeholders in connection with its emergence from
Chapter 11 bankruptcy proceedings.
STOCKHOLDER
PROPOSALS FOR 2011 ANNUAL MEETING OF STOCKHOLDERS
Stockholders who intend to present proposals at the
Company’s annual meeting of stockholders in 2011 pursuant
to
Rule 14a-8
under the Securities Exchange Act of 1934, as amended, must send
notice of their proposal to us so that we receive it no later
than December 1, 2010. Stockholders who intend to present
proposals at the annual meeting of stockholders in 2011 other
than pursuant to
Rule 14a-8
must comply with the notice provisions in our bylaws. The notice
provisions in our bylaws require that, for a proposal to be
properly brought before the annual meeting of stockholders in
2011, proper notice of the proposal be received by us not less
than 90 days or more than 120 days prior to the first
anniversary of the 2010 Annual Meeting. Stockholder proposals
should be addressed to Lear Corporation, 21557 Telegraph Road,
Southfield, Michigan 48033, Attention: Terrence B. Larkin,
Senior Vice President, General Counsel and Corporate Secretary.
OTHER
MATTERS
We know of no other matters to be submitted to the stockholders
at the 2010 Annual Meeting. If any other matters properly come
before the meeting, persons named in the proxy intend to vote
the shares they represent in accordance with their own judgments.
The SEC’s rules permit us to deliver a single Notice or set
of proxy materials to one address shared by two or more of our
stockholders. This delivery method is referred to as
“householding” and can result in significant cost
savings. To take advantage of this opportunity, we have
delivered only one Notice to multiple stockholders who share an
address, unless we received contrary instructions from the
impacted stockholders prior to the mailing date. We agree to
deliver promptly, upon written or oral request, a separate copy
of the Notice and, if applicable, proxy materials, as requested,
to any stockholder at the shared address to which a single copy
of these documents was delivered. If you prefer to receive
separate copies of the notice, proxy statement or annual report,
contact Broadridge Financial Solutions, Inc.
(“Broadridge”) by calling
1-800-542-1061
or in writing at Broadridge, Householding Department, 51
Mercedes Way, Edgewood, New York 11717.
In addition, if two or more stockholders sharing the same
address receive multiple copies of our proxy materials and wish
to receive only one copy of such materials, stockholders may
notify their broker if their shares are held in a brokerage
account or may notify us if they hold registered shares. Such
registered stockholders may notify us by contacting Broadridge
at the above telephone number or address or sending a written
request to Lear Corporation, 21557 Telegraph Road, Southfield,
Michigan 48033, Attention: Investor Relations.
7
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Upon written request by any stockholder entitled to vote at
the 2010 Annual Meeting, we will promptly furnish, without
charge, a copy of our Annual Report on
Form 10-K
for the year ended December 31, 2009, which we previously
filed with the SEC, including financial statements and
schedules. If the person requesting the report was not a
stockholder of record on March 22, 2010, the request must
contain a good faith representation that he or she was a
beneficial owner of our common stock at the close of business on
that date. Requests should be addressed to Lear Corporation,
21557 Telegraph Road, Southfield, Michigan 48033, Attention:
Terrence B. Larkin, Senior Vice President, General Counsel and
Corporate Secretary.
By Order of the Board of Directors,
/s/ Terrence B. Larkin
Terrence B. Larkin
Senior Vice President, General Counsel
and Corporate Secretary
Senior Vice President, General Counsel
and Corporate Secretary
8
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LEAR CORPORATION
ATTN: INVESTOR RELATIONS
21557 TELEGRAPH ROAD
SOUTHFIELD, MI 48033
ATTN: INVESTOR RELATIONS
21557 TELEGRAPH ROAD
SOUTHFIELD, MI 48033
VOTE BY INTERNET — www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on May 12, 2010. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
||
Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. |
||
VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on May 12, 2010. Have your proxy card in hand when you call and then follow the instructions. |
||
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
x
|
KEEP THIS PORTION FOR YOUR RECORDS | |
| DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
||
| The Board of Directors recommends you | ||||||||
| vote FOR the following proposal(s): | For | Against | Abstain | |||||
1
|
Ratify the appointment of Ernst & Young LLP as Lear Corporation’s independent registered public accounting firm for 2010. | o | o | o | ||||
| Such other business as may properly come before the meeting or any adjournment thereof. | ||||||||
For address change/comments, mark here.
|
o | |||||||
(see reverse for instructions)
|
||||||||
Please indicate if you plan to attend this meeting
|
Yes
o |
No o |
||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | ||||||||
| SHARES CUSIP # SEQUENCE # |
|||||||||||||
Signature [PLEASE SIGN WITHIN BOX]
|
Date | JOB # | Signature (Joint Owners) | Date | |||||||||
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The
Notice & Lear Proxy Statement, Lear Annual Report is/are available at www.proxyvote.com.
| LEAR CORPORATION
This proxy is solicited on behalf of the Board of Directors of Lear Corporation for the Annual Meeting of Stockholders on May 13, 2010, at 10:00 a.m. (Eastern Daylight Time). |
This proxy is solicited on behalf of the Board of Directors of Lear Corporation
for the Annual Meeting of Stockholders on May 13, 2010 or any adjournment or
postponement thereof (the “Meeting”).
The undersigned appoints Matthew J. Simoncini and Terrence B. Larkin, and each of them,
with full power of substitution in each of them, the proxies of the undersigned, and
authorizes them to vote for and on behalf of the undersigned all shares of Lear
Corporation common stock which the undersigned may be entitled to vote on all matters
properly coming before the Meeting, as set forth in the related Notice of Annual Meeting
and Proxy Statement, both of which have been received by the undersigned.
This proxy, when properly executed, will be voted in the manner directed herein by the
undersigned stockholder. If no direction is given, this proxy will be voted FOR proposal
1.
| Address Change/Comments: |
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side
TABLE OF CONTENTS
SUMMARY OF THE ANNUAL MEETINGAnnual MeetingprintRecord DateprintNotice of Electronic Availability of Proxy Statement and Annual ReportprintAgendaprintProxy SolicitationprintInformation about VotingprintRevoking ProxiesprintOutstanding SharesprintQuorumprintVotingprintRequired VoteprintShares Held Through a Bank, Broker or Other NomineeprintSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTFEES OF INDEPENDENT ACCOUNTANTSRATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO.1)EMERGENCE FROM CHAPTER 11 BANKRUPTCY PROCEEDINGSSTOCKHOLDER PROPOSALS FOR 2011 ANNUAL MEETING OF STOCKHOLDERSOTHER MATTERS