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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 13, 2025

 

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)
  (IRS Employer
Identification No.)

 

3801 South Oliver, Wichita, KS 67210

(Address of principal executive offices) (Zip Code)

 

(Registrant’s telephone number, including area code): (316) 526-9000

 

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 exchange on which registered
Class A Common Stock, par value $0.01 per share   SPR   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. ¨

 

 

 

 


 

Item 8.01 Other Events.

 

As Spirit AeroSystems Holdings, Inc. (the “Company”) disclosed in the Current Report on Form 8-K filed by the Company with the United States Securities and Exchange Commission on January 17, 2025, on January 9, 2025, a purported stockholder of the Company filed a putative class action lawsuit against the Company and its directors in the Delaware Court of Chancery (the “Delaware Action”), alleging that the Company’s directors breached their fiduciary duties by failing to disclose certain information and requesting an order compelling additional disclosures and damages, among other relief.

 

On August 15, 2025, plaintiff’s counsel filed their motion for an award of attorneys’ fees and expenses for benefits they contend were conferred on the Company and its stockholders in connection with the Delaware Action (the “Fee Application”). The Delaware Court of Chancery has scheduled a telephonic hearing to consider the Fee Application at 11 a.m. ET on December 10, 2025.

 

On September 23, 2025, the Delaware Court of Chancery entered into a Stipulation Regarding Dismissal of Claims and Briefing Schedule on Plaintiff’s Motion for an Award of Attorneys’ Fees and Expenses (the “Stipulation”), pursuant to which (a) the plaintiff voluntarily dismissed the Delaware Action with prejudice as to the named plaintiff only, and without prejudice as to all other members of the putative class, (b) the Delaware Court of Chancery retained jurisdiction solely for purposes of the Fee Application and (c) the Delaware Court of Chancery further ordered that appropriate notice to the Company’s stockholders shall be made concerning their rights regarding the Delaware Action and the Fee Application. On November 13, 2025, the Delaware Court of Chancery approved the form of notice required by the Stipulation (the “Notice”).

 

As required by the Delaware Court of Chancery, the Company is filing a copy of the Notice the with this Current Report on Form 8-K as Exhibit 99.1, which is incorporated herein by reference to this report. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the copy of the Notice filed as Exhibit 99.1.

 

The information disclosed under this Item 8.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit
Number
  Description
99.1   Stockholder Rights Notice.
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

 


 

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.
     
Date: November 18, 2025 By: /s/ Irene M. Esteves
    Irene M. Esteves
    Executive Vice President and Chief Financial Officer

 

 

 

EX-99.1 2 tm2531514d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

As previously reported, on June 30, 2024, Spirit AeroSystems Holdings, Inc. (the “Company”), the Boeing Company (“Boeing”) and Sphere Acquisition Corp., a wholly owned subsidiary of Boeing (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company (the “Merger”) and for the Company to be the surviving corporation in the Merger, upon the completion of which the Company would be a wholly owned subsidiary of Boeing.

 

In connection with the Merger, Boeing filed a registration statement on Form S-4 on August 12, 2024 and an amendment thereto on November 27, 2024 (such registration statement, as amended, the “Registration Statement”), which contained a proxy statement of the Company for the solicitation of proxies from holders of Class A Common Stock of the Company in connection with the special meeting of holders of Spirit Common Stock relating to the Merger and a prospectus of Boeing with respect to the shares of common stock of Boeing to be issued in the Merger (the “Proxy Statement/Prospectus”). The Registration Statement was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 20, 2024.

 

On December 20, 2024, the Company filed with the SEC the definitive Proxy Statement/Prospectus.

 

As the Company has also previously disclosed, a putative stockholder class action was filed in the Delaware Court of Chancery (the “Court”) on January 9, 2025 in connection with the Merger, styled as Coburn v. Shanahan, C.A. No. 2025-0029-LWW (the “Delaware Action”). Prior to filing the Delaware Action, on August 24, 2024, the Spirit stockholder submitted a books and records demand letter to Spirit pursuant to 8 Del. C. § 220 to investigate the Merger and the related disclosures included in the August 12, 2024 preliminary registration statement on Form S-4 (“220 Demand”). Subsequently, in the Delaware Action, the plaintiff alleged, among other things, that the Company’s directors breached their fiduciary duties by failing to disclose certain information in the Proxy Statement/Prospectus and requested an order compelling additional disclosures and damages, among other relief. The plaintiff alleged that the Company did not sufficiently disclose its potential standalone strategic plans, including upside and downside projections. The plaintiff further alleged that the Company insufficiently disclosed aspects of Moelis & Co.’s financial analysis in rendering its fairness opinion presented to the Company’s board of directors. The Plaintiff also alleged certain disclosure issues that were raised in the 220 Demand had been addressed by the definitive Proxy Statement/Prospectus. The Company disagreed with the plaintiff’s allegations and similar contentions in related litigations and demand letters because the Company believes that the disclosures in the Registration Statement and the Proxy Statement/Prospectus complied fully with all applicable law and denied the allegations in the Delaware Action and related matters. However, to moot the disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company filed revised proxy materials with the SEC on January 17, 2025 to provide certain supplemental information.

 

 


 

On August 15, 2025, Plaintiff’s counsel filed their motion for an award of attorneys’ fees and expenses for benefits they contend were conferred on the Company and its stockholders in connection with the Delaware Action (the “Fee Application”), seeking an award of attorneys’ fees and expenses in the amount of $600,000. The Company and the defendants in the Delaware Action intend to vigorously oppose the Fee Application.

 

On September 23, 2025, the Court entered a stipulated order pursuant to which the plaintiff voluntarily dismissed the Delaware Action with prejudice as to the named plaintiff only. The Court retained jurisdiction solely for the purpose of deciding any application of Plaintiff’s counsel for an award of attorneys’ fees and expenses.

 

The stipulated order further provided that the Company will file any brief in opposition to the Fee Application on or before November 5, 2025. Plaintiff shall file a reply brief in further support of any Fee Application on or before November 14, 2025. The Court has scheduled a telephonic hearing to consider the Fee Application at 11 a.m. ET on December 10, 2025 before the Honorable Morgan Zurn, Vice Chancellor (the “Hearing”).

 

 


 

Any Company stockholder may object to the Fee Application (“Objector”); provided, however, that no Objector shall be heard or entitled to object unless, on or before November 26, 2025, such person: (1) files his, her, or its written objection, together with copies of all other papers and briefs supporting the objection, with the Register in Chancery at the address set forth below; (2) serves such papers (electronically by File & ServeXpress, by hand, by first-class U.S. mail, or by express service) on Plaintiff’s counsel and Defendants’ counsel at the addresses set forth below; and (3) emails a copy of the written objection to:

 

jmonteverde@monteverdelaw.com Edward.Micheletti@skadden.com
bbennett@coochtaylor.com Art.Bookout@skadden.com

 

REGISTER IN CHANCERY
Register in Chancery
Court of Chancery of the State of Delaware
New Castle County
Leonard L. Williams Justice Center
500 North King Street
Wilmington, Delaware 19801
PLAINTIFF’S COUNSEL

Juan E. Monteverde
MONTEVERDE & ASSOCIATES PC
350 Fifth Avenue, Suite 4740
New York, New York 10118

 

Joshua E. Fruchter
WOHL & FRUCHTER LLP
25 Robert Pitt Drive, Suite 209G
Monsey, New York 10952 

Blake A. Bennett
COOCH & TAYLOR, P.A.
1000 N. West St., Suite 1500
Wilmington, Delaware 19801

 

DEFENDANTS’ COUNSEL
Edward B. Micheletti
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
One Rodney Square P.O. Box 636
Wilmington, Delaware 19899

 

 


 

Any objections must: (i) identify the case name and civil action number, “Coburn v. Shanahan, C.A. No. 2025-0029-LWW”; (ii) state the name, address, and telephone number of the Objector and, if represented by counsel, the name, address, and telephone number of the Objector’s counsel; (iii) be signed by the Objector; (iv) contain a specific, written statement of the objection(s) and the specific reason(s) for the objection(s), including any legal and evidentiary support the Objector wishes to bring to the Court’s attention, and if the Objector has indicated that he, she, or it intends to appear at the Hearing, the identity of any witnesses the Objector may call to testify and any exhibits the Objector intends to introduce into evidence at the Hearing; and (v) include documentation sufficient to prove that the Objector was a Company stockholder at the relevant times. Documentation establishing that an Objector was a Company stockholder must consist of copies of monthly brokerage account statements, a screen shot of an official brokerage account, or an authorized statement from the Objector’s broker containing the transactional and holding information found in an account statement. Plaintiff’s counsel may request that the Objector submit additional information or documentation sufficient to prove that the Objector was a Company stockholder at relevant times.

 

An Objector may file a written objection without having to appear at the Hearing. An Objector may not, however, appear at the Hearing to present his, her, or its objection unless the Objector first files and serves a written objection in accordance with the procedures described above, unless the Court orders otherwise.

 

If an Objector wishes to be heard orally at the Hearing in opposition to the approval of the Fee Application (assuming the Objector timely files and serves a written objection as described above), the Objector must also file a written notice of his, her, or its intention to appear with the Register in Chancery and serve it on Plaintiff’s counsel and on Defendants’ counsel at the mailing and email addresses set forth above so that the notice is received on or before November 26, 2025. Persons who intend to object and desire to present evidence at the Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Hearing. Such persons may be heard orally at the discretion of the Court.

 

 


 

Objectors are not required to hire an attorney to represent them in making written objections or in appearing at the Hearing. However, if an Objector decides to hire an attorney, it will be at the Objector’s own expense, and that attorney must file a notice of appearance with the Court and serve it on Plaintiff’s counsel and Defendants’ counsel at the mailing and email addresses set forth above so that the notice is received on or before November 26, 2025.

 

The Hearing may be adjourned by the Court without further written notice to Company stockholders. If an Objector intends to attend the Hearing, the Objector should confirm Hearing information with Plaintiff’s counsel.

 

Unless the Court orders otherwise, any Company stockholder who does not object in the manner described above will be deemed to have waived any objection (including the right to appeal) and shall be forever foreclosed from making any objection to the Fee Application.

 

Company stockholders who do not wish to object do not need to appear at the Hearing or take any other action.