Form 8-K Spirit AeroSystems Holdi For: May 08

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): May 8, 2015

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Compensatory Arrangements of Certain Officers.

(d)  On May 8, 2015, the Board of Directors (the “Board”) of Spirit AeroSystems Holdings, Inc. (the “Company”) approved an increase in the size of the Board from 9 to 10 members, and elected Irene M. Esteves to fill the newly created vacancy.  Ms. Esteves will serve on the Board until the Company’s 2016 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified, or until her earlier death, resignation or removal.  Ms. Esteves was also named to the Audit Committee and the Risk Committee of the Board.

Until June 30, 2015, Ms. Esteves will receive Board and committee retainer fees paid to non-management directors in accordance with the Company’s current policies, as described in the Proxy Statement for the Company’s 2015 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 19, 2015.  As part of her retainer fee, Ms. Esteves will receive a grant of shares of restricted Common stock or restricted stock units of the Company with a value equal to $90,000, which are subject to a one-year time-vesting requirement.

The Board has approved a revised compensation package for directors effective July 1, 2015.  Beginning on July 1, Ms. Esteves will receive an annual retainer fee of $195,000.  At least $100,000 of the annual board retainer fee will be paid at the time of the next annual equity grant to directors in either shares of restricted Common stock or restricted stock units of the Company, which are subject to a one-year time-vesting requirement. Ms. Esteves will have the option to receive the remainder of her retainer in cash, restricted stock or restricted stock units.  Beginning July 1, Ms. Esteves will no longer receive any additional annual retainer fees for serving on any committee, but she will receive a fee of $1,000 for each committee meeting that she attends.

A copy of the press release announcing the election of Ms. Esteves to the Board is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1                        Press Release of the Company issued May 11, 2015.

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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.

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Exhibit 99.1

Spirit AeroSystems Announces New Board Member

WICHITA, Kan., May 11, 2015 — Spirit AeroSystems Inc. (NYSE: SPR) today announced the appointment of Irene M. Esteves to its board of directors effective immediately.

“Irene’s broad experience in finance and business strategy across important industries will add a valuable perspective, and we are very pleased to welcome her,” said Bob Johnson, board chairman of Spirit AeroSystems. “We are excited to have Irene join the full board, as well as serve on the audit and risk committees.”

Esteves has held various senior leadership roles across a spectrum of industries, most recently serving as executive vice president and chief financial officer of Time Warner Cable. She also held chief financial officer roles at XL Capital Group, and Regions Financial Corporation.

“We conducted an exhaustive search for someone who would further strengthen our board’s breadth of talent and background, and we are delighted to have identified such an outstanding individual,” said Larry Lawson, president and chief executive officer of Spirit AeroSystems. “I’m confident that Irene is going to make an important and positive impact here at Spirit.”

“Spirit is ideally positioned to leverage its unique capabilities to continue its growth in both commercial and defense arenas,” Esteves said. “I am excited to work with Larry Lawson and the board of directors, and I look forward to contributing to the direction and growth of this dynamic company.”

Esteves earned a bachelor’s degree from the University of Michigan School of Business and an MBA from the Kellogg Graduate School of Management at Northwestern University.

On the Web: www.spiritaero.com
On Twitter: @SpiritAero

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Contact:            Ghassan Awwad, Investor Relations, (316) 523-7040

Jarrod Bartlett, Corporate Communications, (316) 523-4070

About Spirit AeroSystems Inc.

Spirit AeroSystems, with headquarters in Wichita, Kan., USA, is one of the world’s largest non-OEM designers and manufacturers of aerostructures for commercial aircraft. In addition to its Wichita and Chanute facilities in Kansas, Spirit has locations in Tulsa and McAlester, Okla.; Kinston, N.C.; Nashville, Tenn.; Prestwick, Scotland; Preston, England; Subang, Malaysia; and Saint-Nazaire, France. In the U.S., Spirit’s core products include fuselages, pylons, nacelles and wing components. Additionally, Spirit provides aftermarket customer support services, including spare parts, maintenance/repair/overhaul, and fleet support services in North America, Europe and Asia. Spirit Europe produces wing components for a host of customers, including Airbus.