Form SD STONERIDGE INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

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Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

⌧     Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2020.

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Section 1 - Conflict Mineral Disclosure

Item 1.01   Conflict Minerals Disclosure and Report

Stoneridge, Inc. (the “Company”) evaluated the product lines in its three reportable segments, and determined in good faith that some products it manufactured or contracted to manufacture in 2020 contained tantalum, tin, tungsten and/or gold, as defined by paragraph (d)(3) of Item 1.01 of Form SD, (collectively “Conflict Minerals”). These Conflict Minerals are necessary to the functionality or production of some Company products.

The Company conducted a reasonable good faith country of origin inquiry regarding Conflict Minerals included in parts sourced from our suppliers to determine whether these Conflict Minerals originated in the Democratic Republic of the Congo or an adjoining country, as defined by paragraph (d)(1) of Item 1.01 of Form SD, or arose from recycled or scrap sources. The Company has exercised due diligence on the source and chain of custody of its Conflict Minerals that conforms to the Organisation for Economic Cooperation and Development (“OECD”) Due Diligence Framework for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.

In accordance with paragraph (c) of Item 1.01 of Form SD, the Company’s Conflict Minerals Report (“CMR”) for the reporting period January 1, 2020 to December 31, 2020 is provided as Exhibit 1.01 hereto.

The CMR and Company’s Conflict Minerals Policy is publicly available at http://investors.stoneridge.com/investors/corporate_governance/governance-documents/.

Item 1.02   Exhibit

A copy of the Company’s CMR as required by Item 1.01 is filed as Exhibit 1.01 hereto.

Section 2 - Exhibits

Item 2.01   Exhibits

1.01            Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

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SIGNATURE

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 duly authorized undersigned.

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Exhibit 1.01

Stoneridge, Inc.
Conflict Minerals Report
For the Year Ended December 31, 2020

This Conflict Minerals Report (“CMR”) for the year ended December 31, 2020 by Stoneridge, Inc. and its subsidiaries (collectively, the “Company” or “we”) is provided in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Conflict Minerals Rule”), and 1.01(c) of Form SD. The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to Conflict Minerals as directed by Section 1502 Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). The Conflict Minerals Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products. Conflict Minerals have been defined as tin, tantalum, tungsten and gold. The Company is committed to complying with the requirements regarding the use of Conflict Minerals under Section 1502 of the Dodd-Frank Act and the related rules issued by the SEC.

If a SEC registrant can establish that the Conflict Minerals originated from sources other than the Democratic Republic of the Congo or certain adjoining countries (the “Covered Countries”) or from recycled or scrap sources, it must submit a Form SD which describes the reasonable country of origin inquiry completed by the SEC registrant. If a SEC registrant has reason to believe that any of the Conflict Minerals in its supply chain may have originated in any of the Covered Countries, or if it is unable to determine the country of origin of those Conflict Minerals, then the SEC registrant must exercise due diligence on the Conflict Minerals’ source and chain of custody.

Forward-Looking Statements

Forward-looking statements contained in this CMR are made based on known events and circumstances at the time of release and, as such, are subject in the future to unforeseen uncertainties and risks. Statements in this CMR which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements, including statements related to the Company’s compliance efforts and expected actions identified in this CMR. These forward-looking statements are subject to various risks, uncertainties and assumptions, including, among other matters, the Company’s customers’ requirements to use certain suppliers, the Company’s suppliers’ responsiveness and cooperation with the Company’s due diligence efforts, the Company’s ability to implement improvements in its conflict minerals program and the Company’s ability to identify and mitigate related risks in its supply chain. If one or more of these or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see the Company’s other filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021. The Company makes these statements as of the date of this disclosure, and undertakes no obligation to update them unless otherwise required by law.

The Company is a global designer and manufacturer of highly engineered electrical and electronic systems, components and modules, primarily for the automotive, commercial, off-highway, motorcycle and agricultural vehicle markets. Our products and systems are critical elements in the management of mechanical and electrical systems to improve overall vehicle performance, convenience and monitoring in areas such as emissions control, fuel efficiency, safety, security and intelligence. The Company’s business and products are more fully described on the Company’s public website (www.stoneridge.com).

This CMR relates to the Company’s process undertaken with respect to the products that were manufactured or contracted to be manufactured during calendar year 2020 that may contain Conflict Minerals. Assessing the

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commercial vehicle and automotive industry supply chain is a very complex, interdependent undertaking. As a result, we rely on our direct suppliers to provide the Company with information about the source of Conflict Minerals contained in their parts/products and their downstream supplier products.

The following is a list of our products for which source of origin information was solicited from our Company’s suppliers regarding Conflict Minerals content or Conflict Minerals use in products, components or parts supplied to the Company:

Actuators, sensors, switches, connectors, driver information systems, camera-based vision systems, connectivity and compliance products, electronic control units, vehicle tracking devices, vehicle security alarms and convenience accessories, in-vehicle audio and infotainment devices and telematics devices.

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The Company has determined that Conflict Minerals necessary to the functionality or production of its products were likely present in some products, components or parts purchased from our suppliers.

The Company does not purchase Conflict Minerals directly from smelters or mines in the Covered Countries, but purchases parts and components from suppliers that may contain Conflict Minerals, and therefore is several levels removed from the actual mining and smelting of Conflict Minerals. After our initial assessment that some supplier parts likely contain Conflict Minerals, we conducted a reasonable country of origin inquiry (“RCOI”) to determine which products, components or parts purchased by the Company contain Conflict Minerals and whether such Conflict Minerals originated in the Covered Countries.

We rely on our direct suppliers to provide information on the origin of the Conflict Minerals contained in components and materials supplied to us, including sources of Conflict Minerals that are supplied to them from other suppliers. We engaged iPoint to contact each of our suppliers (whose products had the potential to contain Conflict Minerals), using the iPoint Conflict Minerals Platform (“iPCMP”), and asked them to provide information on (1) whether Conflict Minerals were present in the products, components or parts purchased from that supplier, (2) whether the source of the Conflict Minerals was from the Covered Countries and (3) if so, information about the smelters or refiners who directly purchased the Conflict Minerals in their supply chain and specific due diligence measures performed thereon. The tools used to conduct this survey were the Conflict Minerals Reporting Template (“CMRT”) developed by the Responsible Minerals Initiative (“RMI”) and the iPCMP. The due diligence framework used to support our reasonable country of origin inquiry, our outreach and data review process and our conclusions are discussed below in this Conflict Minerals Report.

The Company designed its due diligence framework to conform with the five-step framework provided by The Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, an internationally recognized due diligence framework.

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For the calendar year 2020, the Company contacted 351 suppliers, some numerous times, to provide RCOI information and received acceptable responses from 79.2% of them. The Company believes the slightly lower response rate for the reporting year 2020, as compared to 2019, is likely attributable to the impact of the current COVID-19 coronavirus pandemic.

Based on the information provided by our suppliers, the Company believes the smelters and refiners that may have been used to produce Conflict Minerals in the Company’s products include those listed in Item 7.

The Company will continually work towards a conflict mineral-free supply chain. The Company continues to be a member of the Responsible Minerals Initiative in order to enhance its due diligence framework. The Company regularly evaluates its due diligence program. In particular, the Company annually reviews the criteria used to select suppliers for inquiry and engages with our suppliers to identify the Conflict Minerals used within its supply chain, as well as the origin and chain of custody of those Conflict Minerals. The Company will continue to educate and train suppliers and encourage them to adopt their own Conflict Minerals program. The Company will also continue to communicate to its suppliers who have not satisfied our due diligence requests to provide complete and accurate responses and to perform due diligence procedures on their suppliers as well as promote that each of the smelters and refiners within their supply chain be certified. Finally, to the extent any Company supplier is found to be using not-yet-validated smelters and refiners within its supply chain, the Company intends to engage that supplier and re-communicate our requirement for suppliers to commit that parts supplied to the Company shall not be derived from sources that finance or benefit armed groups in the Covered Countries.

We believe that, to the extent reasonably determinable, the facilities that were used to process the Conflict Minerals contained in our products included the smelters/refiners listed below. The information in this list is an aggregation of data provided by our suppliers and not a confirmation of Conflict Minerals contained in our products.

*  Denotes that smelter or refiner has received a “conflict free” designation from the RMI’s RMAP audit program as of April 5, 2021.

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