Lear Corporation (LEA)
NYSE: LEA · Real-Time Price · USD
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May 22, 2026, 4:00 PM EDT - Market closed
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AGM 2026

May 14, 2026

Greg Smith
Non-Executive Chairman of the Board, Lear

Good morning. Welcome to this year's annual meeting. I'm Greg Smith, Lear's Non-Executive Chairman of the Board. I'm also the presiding officer at this annual meeting. Amanda Pontes, the Vice President, General Counsel, and Corporate Secretary of the company, will act as the secretary of today's meeting. We've chosen to hold our annual meeting virtually to facilitate broad shareholder attendance and to provide a consistent experience to all shareholders, regardless of location. We've also adopted a series of safeguards that we believe provide all shareholders the same rights and opportunities to participate in this meeting as they would at an in-person meeting. I'd like to take a moment to address some administrative matters. In order to conduct a fair, orderly, and constructive meeting, this meeting will follow the agenda and be governed by the rules and procedures of conduct for this meeting.

A copy of the agenda and the rules and procedures of conduct can be found in the virtual meeting portal. Shareholders had the opportunity to submit questions in advance of the meeting. If you have a question during the meeting on one of the proposals or other procedural matters related to the meeting, please submit your question through the virtual meeting portal as outlined in the rules and procedures of conduct for this meeting. These questions will be reviewed by management and will be addressed in accordance with the rules and procedures of conduct for the meeting. I'd also like to remind you that we released our first quarter results and filed our quarterly report on Form 10-Q on May 1st, 2026. We refer you to our first quarter earnings presentation and accompanying webcast, which are posted on our website for information regarding our financial condition.

We appreciate your cooperation in helping us conduct an orderly meeting. The polls for voting on the agenda items open today at 9:00 A.M. Eastern Time. I'd like to take this opportunity to introduce our other directors that are participating. Julian Blissett. Julian is the former Executive Vice President of General Motors, where he last served as the President of GM China. Jonathan Foster. Jonathan is a Managing Partner of Current Capital Partners, a private equity and portfolio company management firm. Bradley Halverson. Bradley is the former Group President and Chief Financial Officer of Caterpillar. He's also the Chair of our Audit Committee. Dr. Mary Lou Jepsen. Dr. Jepsen is the founder, Executive Chairman of the Board, and former CEO of Openwater and the former Executive Director of Engineering at Meta, formerly known as Facebook, and former Head of Display Technologies at Oculus VR, LLC.

Roger Krone. Roger is the President and Chief Executive Officer of Scouting America, formerly known as the Boy Scouts of America, and the former Chief Executive Officer and Chair of the Board of Directors at Leidos Holdings. Rod Lache. Rod is the former Managing Director and Senior Analyst of Wolfe Research. Patricia Lewis. Patricia serves as Principal of PLL Advisory Solutions and is the former Executive Vice President and Chief Sustainability Officer at UnitedHealth Group. She is also the Chair of our People and Compensation Committee. Kathleen Ligocki. Kathleen is the former Chief Executive Officer of Agility Fuel Solutions, a leading provider of natural gas fuel systems. Justice Conrad Mallett Jr. Justice Mallett is the Corporation Counsel for the City of Detroit and the former Chief Justice of the Michigan Supreme Court. He is also the Chair of our Governance and Sustainability Committee. Ray Scott.

Ray is our President and Chief Executive Officer and also serves as a director. He has been with the company in various positions since 1988. I'd also like to introduce some of our other Senior Executives who are participating. Jason Cardew. Jason is our Senior Vice President and Chief Financial Officer. Frank Orsini. Frank is our Executive Vice President and President, Seating. Nicholas Roelli. Nicholas is our Senior Vice President and President, E-Systems. Harry Kemp. Harry is our Senior Vice President and Chief Administrative Officer. Alicia Davis. Alicia is our Senior Vice President and Chief Strategy Officer. Now I'll turn it over to Amanda Pontes to conduct the voting.

Amanda Pontes
VP, General Counsel, and Corporate Secretary, Lear

Good morning. Louis Larsen, agent for Broadridge, is participating via teleconference as our Inspector of Elections and will assist us in certifying the voting results for all proposals. I will now discuss the procedures for this meeting. We will then briefly review each item of business on the agenda. After all of the items of business on the agenda have been completed, we will read and respond to any shareholder questions related to the proposals and other procedural matters related to the meeting. March 16, 2026 was the record date for this shareholders meeting. We have a list of shareholders of record on that date available on the website that you logged on to to access this meeting. This list has been available for inspection at our offices for the last 10 days.

A majority of the company shares are represented here today, and therefore, a quorum is present. We will now present the matters to be voted on. All shareholders entitled to vote at this meeting have the ability to do so online from now until the close of the polls. If you have previously voted by proxy, it is not necessary to vote again unless you wish to change your vote. You are entitled to vote one vote for each share registered in your name. After all proposals have been presented, we will read and respond to shareholder questions or comments on the proposals and other procedural matters related to the meeting in accordance with the rules and procedures of the conduct of the meeting.

After we have reviewed all proposals on the agenda and answered any questions regarding the proposals and other procedures, we will close the polls, and the Inspector of Elections will provide his preliminary report. The first item of business today is to elect 11 individuals to our board of directors who will serve until the 2027 annual meeting of shareholders. Julian Blissett, John Foster, Brad Halverson, Mary Lou Jepsen, Roger Krone, Rod Lache, Patricia Lewis, Kathleen Ligocki, Conrad Mallett Jr., Ray Scott, and Greg Smith have been nominated. The board recommends that you vote for the election of each nominee. The second item on the agenda is the ratification of the retention of Ernst & Young as our independent registered public accounting firm for the fiscal year 2026. I would like to introduce Paul Chevalier, Lear's Global Coordinating Partner at Ernst & Young, who is participating via teleconference.

Paul would be pleased to answer any appropriate shareholder questions during the question and answer period. The board recommends that you vote for the ratification of the appointment of Ernst & Young as our independent registered public accounting firm. The third item on the agenda is the advisory vote on the company's executive compensation program and practices as set forth in the company's proxy statement. This vote is being conducted pursuant to the requirements of Section 14(a) of the Exchange Act. While this vote is advisory and not binding on the board, it will provide information to the board and its people and compensation committee regarding investor sentiment around our executive compensation program and practices. The board recommends that you vote for the approval of the company's executive compensation set forth in the proxy statement.

The fourth item on the agenda is the approval of the amendment and restatement of the company's 2019 Long-Term Stock Incentive Plan in order to, among other things, approve an additional 1,725,000 shares to be authorized for issuance under the amended and restated plan as set forth in the company's stock proxy statement. The board recommends that you vote for the amended and restated plan as set forth in the proxy statement. We have not received any shareholder questions or comments on the proposals or procedures, procedural matters related to the meeting. Now we will move to finalize the vote. All matters to be voted on have now been presented, and the polls are about to close. If you have not yet voted, please do so.

Again, you are entitled to vote to one vote for each share registered in your name. We will now announce the voting results. Julian Blissett, Jonathan Foster, Bradley Halverson, Mary Lou Jepsen, Roger Krone, Rod Lache, Patricia Lewis, Kathleen Ligocki, Conrad L. Mallett, Jr., Ray Scott, and Greg Smith have been elected to directors of the company. The retention of Ernst & Young to act as our independent registered public accounting firm for the fiscal year 2026 has been ratified. The company's executive compensation program and policies have been approved, and the amendment and restatement of the company's 2019 Long-Term Stock Incentive Plan has been approved. We will include a written report on the matters voted on today in our Form 8-K to be filed with the U.S. Securities and Exchange Commission following the close of this meeting.

I would now like to turn the meeting back to Greg Smith.

Greg Smith
Non-Executive Chairman of the Board, Lear

I wanna thank all of you for attending today's meeting and for the interest you have shown in your company. This meeting is now adjourned.

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