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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): February 26, 2024

 

 

 

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33160   20-2436320
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

3801 South Oliver, Wichita, KS 67210
(Address of principal executive offices) (zip code)

 

(316) 526-9000

(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 (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))

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol   Name of each exchange on which registered
         
Class A Common Stock, par value $0.01 per share   SPR   New York Stock Exchange

 

 

 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Director

 

On February 26, 2024, the Board of Directors (the “Board”) of Spirit AeroSystems Holdings, Inc. (the “Company”), voted to expand the size of the Board from ten (10) to eleven (11) members and appointed Jane P. Chappell to the Board, effective as of February 26, 2024.

 

Ms. Chappell has been named a member of the Corporate Governance and Nominating Committee and Risk Committee of the Board, effective as of February 26, 2024.

 

Ms. Chappell will receive a pro rata cash retainer and equity award under the current 2023-2024 non-employee director compensation program. For a full description of the compensation program for the Company’s non-employee directors, please see the Company’s Definitive Proxy Statement filed on March 15, 2023. Ms. Chappell is expected to enter into the Company’s standard form indemnification agreement for directors.

 

There are no arrangements or understandings between Ms. Chappell and any other persons pursuant to which she was appointed as a director of the Company. There are no transactions in which Ms. Chappell has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

 

On February 26, 2024, the Company issued a press release announcing the appointment of Ms. Chappell to the Board as a director. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.

 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit
Number
  Description
99.1*   Press Release, dated February 26, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*            Furnished herewith.

 

 


 

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.

 

  SPIRIT AEROSYSTEMS HOLDINGS, INC.
     
  By: /s/ Mindy McPheeters
    Mindy McPheeters
    Senior Vice President, General Counsel and Corporate Secretary

 

Date: February 26, 2024

 

 

 

 

EX-99.1 2 tm247312d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Spirit AeroSystems Names Jane Chappell to Board of Directors

 

WICHITA, Kan. – Feb. 26, 2024 – Spirit AeroSystems Holdings, Inc. [NYSE: SPR] today announced that Jane P. Chappell will join the company’s Board of Directors, effective Feb. 26, 2024. She will serve on the Corporate Governance and Nominating Committee and the Risk Committee. Chappell has more than four decades of experience, 17 years at the executive level, providing operational and strategic leadership in the defense industry.

 

“Jane Chappell is an established leader in the American defense and intelligence sectors; we are thrilled that she will serve on Spirit’s Board of Directors,” said Spirit AeroSystems Board Chair Robert D. Johnson. “Her leadership and depth of experience are unparalleled – she will undoubtedly add tremendous value as we grow across our defense and space programs. We look forward to her contributions.”

 

Chappell serves as CEO of Altamira Technologies, a national security company in the defense and intelligence sectors. She is on the Board of Advisors for Lone Star Analysis. Before Altamira, Chappell was with RTX Corporation (formerly Raytheon) for 36 years. Her service at RTX Corporation culminated with her role as Vice President of GeoSpatial Intelligence Solutions from 2015 to 2019. She partnered with customers and industry teammates in this position to shape markets and drive growth in the intelligence, commercial, and international space ground business.

 

Chappell was named among Washington Exec’s Top Space Executives in 2023 and one of Washingtonian’s “Tech Titan in 2023.” She won the National Reconnaissance Office Director and National Reconnaissance Office Ground Enterprise Directorate Director’s Gold medal for outstanding contributions to the mission in 2020 and 2019. She earned the Raytheon CEO Leadership Award in 2008.

 

On the web: www.spiritaero.com
On X: @SpiritAero

 

###

 

Contacts:

 

Media: Joe Buccino
  (915) 245-7888
  joe.p.buccino@spiritaero.com
   
Investor Relations: (316) 523-7040
  Ryan Avey
  ryan.d.avey@spiritaero.com

 

About Spirit AeroSystems Inc.

 

Spirit AeroSystems is one of the world’s largest manufacturers of aerostructures for commercial airplanes, defense platforms, and business/regional jets. With expertise in aluminum and advanced composite manufacturing solutions, the company’s core products include fuselages, integrated wings and wing components, pylons, and nacelles. We are leveraging decades of design and manufacturing expertise to be the most innovative and reliable supplier of military aerostructures, and specialty high-temperature materials, enabling warfighters to execute complex, critical missions. Spirit also serves the aftermarket for commercial and business/regional jets. Headquartered in Wichita, Kansas, Spirit has facilities in the U.S., U.K., France, Malaysia and Morocco. More information is available at www.spiritaero.com.

 

 


 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains "forward-looking statements" that may involve many risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "aim," "anticipate," "believe," "could," "continue," "estimate," "expect," "goal," "forecast," "intend," "may," "might," "objective," "outlook," "plan," "predict," "project," "should," "target," "will," "would," and other similar words, or phrases, or the negative thereof, unless the context requires otherwise. These statements reflect management's current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements. Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, without limitation, the continued fragility of the global aerospace supply chain; our ability to accurately estimate and manage performance, cost, and revenue under our contracts; our ability and our suppliers' ability or willingness to meet stringent delivery requirements; the impact of significant health events (including the COVID-19 pandemic) on our business and operations; the timing and conditions surrounding the full worldwide return to service (including receiving the remaining regulatory approvals) of the B737 MAX, future demand for the aircraft, and any residual impacts of the B737 MAX grounding on production rates for the aircraft; our reliance on Boeing for a significant portion of our revenues; our ability to execute our growth strategy, including our ability to complete and integrate acquisitions; demand for our products and services; the effect of economic or geopolitical conditions in the industries and markets in which we operate in the U.S. and globally; our ability to manage our liquidity, borrow additional funds or refinance debt; and other factors disclosed in our filings with the Securities and Exchange Commission. These factors are not exhaustive and it is not possible for us to predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.