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): October 26, 2010
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33160
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20-2436320 |
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(State or other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 3801 South Oliver, Wichita, Kansas
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67210 |
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| (Address of Principal Executive Offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
(d) On October 26, 2010, the Board of Directors (the “Board”) of Spirit AeroSystems Holdings,
Inc. (the “Company”), upon the recommendation of the Corporate Governance and Nominating Committee
of the Board, elected Mr. Tawfiq Popatia as a director of the Company to fill the vacancy created
by the resignation of Mr. Nigel Wright. Mr. Popatia will serve on the Board until the Company’s
Annual Meeting of Stockholders to be held in 2011 or until his successor is elected and qualified.
Mr. Popatia was also named to the Compensation Committee and the Corporate Governance and
Nominating Committee of the Board to serve for the remainder of the 2010-2011 corporate calendar
year.
Mr. Popatia, 35, is a Director of Onex Corporation (“Onex”), which he joined in September
2007, and a senior member of Onex’s aerospace and defense industry investment team, which oversees
Onex’s investment in the Company. Prior to joining Onex, Mr. Popatia worked at the private equity
firm of Hellman & Friedman LLC from July 2005 to July 2007. Prior to that, Mr. Popatia worked in
the Investment Banking Division of Morgan Stanley & Co. for
three years. Previously, Mr. Popatia held positions in the
environmental services industry. Mr. Popatia received a
Bachelor of Commerce in Finance and a Bachelor of Science in Environmental Microbiology from the
University of British Columbia.
Mr. Wright was a representative of Onex. The Company’s Bylaws provide that during the period
that the Company’s Special Security Agreement, by and among Onex, the Company and the United States
Department of Defense, as amended from time to time, remains in effect, the Board shall be composed
of, among other things, one or more representatives of Onex. Pursuant to the Special Security
Agreement, Onex and the Board’s Corporate Governance and Nominating Committee nominated Mr. Popatia
to fill the vacancy on the Board. Pursuant to an understanding between Onex and the Company, we
expect that Mr. Popatia will be nominated to stand for re-election as a director of the Company at
each Annual Meeting of Stockholders of the Company, unless Mr. Popatia resigns prior thereto or an
alternative nomination is made by Onex. Except as set forth herein, there is no other arrangement
or understanding between Mr. Popatia and any other persons pursuant to which Mr. Popatia was
selected as a director.
Annual Board and committee retainer fees payable to Mr. Popatia in accordance with Company
policies will instead be paid in cash to an affiliate of Onex.
Except for any indirect material interest that Mr. Popatia may be deemed to have in the
transactions between the Company and Onex and/or its affiliates, as described in the Company’s
Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on
March 25, 2010, under the section captioned “Certain Relationships and Related Transactions,” there
are no other transactions to which the Company or any of its subsidiaries is a party in which Mr.
Popatia has a material interest subject to disclosure under Item 404(a) of Regulation S-K.