UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Lear Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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21557 Telegraph Road

Southfield, Michigan 48033

 

March 31, 2010

 

Dear Fellow Stockholder:

 

On behalf of the Board of Directors of Lear Corporation, you are cordially invited to attend the 2010 Annual Meeting of Stockholders to be held on May 13, 2010, at 10:00 a.m. (Eastern Time) at Lear Corporation’s Corporate Headquarters at 21557 Telegraph Road, Southfield, Michigan 48033.

 

The attached proxy statement provides you with detailed information about the annual meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about Lear from documents we have filed with the Securities and Exchange Commission.

 

We are delivering our proxy statement and annual report pursuant to the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe that this delivery method expedites stockholders’ receipt of proxy materials and reduces the cost and environmental impact of our annual meeting. On or about March 31, 2010, we will mail to our stockholders a notice containing instructions on how to access our proxy materials. In addition, the notice includes instructions on how you can receive a paper copy of our proxy materials.

 

You are being asked at the annual meeting to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm and transact any other business properly brought before the meeting.

 

Whether or not you plan to attend the annual meeting, your vote is important, and we encourage you to vote promptly. You may vote your shares via a toll-free telephone number, over the Internet or by completing, dating, signing and returning your proxy card, as described in the attached proxy statement and proxy card.

 

Thank you in advance for your cooperation and continued support.

 

Sincerely,

 

/s/ Robert E. Rossiter

Robert E. Rossiter

Chairman, Chief Executive Officer and President

 

This proxy statement is dated March 31, 2010, and is first being made available to stockholders electronically via the Internet on or about March 31, 2010.

LEAR CORPORATION

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 13, 2010

10:00 a.m., Eastern Time

 

 

To the Stockholders of Lear Corporation:

 

The 2010 Annual Meeting of Stockholders will be held on May 13, 2010, at 10:00 a.m. (Eastern Time) at Lear Corporation’s Corporate Headquarters at 21557 Telegraph Road, Southfield, Michigan 48033. The purpose of the meeting is to:

 

 

Voting is limited to stockholders of record at the close of business on March 22, 2010. A list of stockholders entitled to vote at the meeting, and any postponements or adjournments of the meeting, will be available for examination between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time at our headquarters at 21557 Telegraph Road, Southfield, Michigan 48033 during the ten days prior to the meeting and also at the meeting.

 

Your vote is important. Whether or not you plan to attend the annual meeting, please vote your shares via the toll-free telephone number, over the Internet or by completing, signing and dating the proxy card, as described in the attached proxy statement and proxy card. Your prompt cooperation is greatly appreciated.

 

By Order of the Board of Directors,

 

/s/ Terrence B. Larkin

Terrence B. Larkin

Senior Vice President, General Counsel and Corporate Secretary

 

March 31, 2010

 

TABLE OF CONTENTS

 

LEAR CORPORATION
21557 Telegraph Road
Southfield, Michigan 48033

 

 

 

The 2010 Annual Meeting of Stockholders (the “Annual Meeting”) of Lear Corporation (referred to herein as the “Company,” “Lear,” “we,” “us” or “our” as the context requires) will be held at Lear’s Corporate Headquarters at 21557 Telegraph Road, Southfield, Michigan 48033, on May 13, 2010, at 10:00 a.m. (Eastern Time).

 

The date fixed to determine stockholders entitled to notice of and to vote at the meeting is the close of business on March 22, 2010.

 

As permitted by rules adopted by the United States Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our annual report available to stockholders electronically via the Internet. On or about March 31, 2010, we will mail to our stockholders a notice (the “Notice”) containing instructions on how to access this proxy statement, the proxy card and our annual report. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

 

The agenda for the meeting is:

 

 

Our Board of Directors (the “Board”) is soliciting your proxy to vote your shares at our Annual Meeting. The cost of this solicitation, including the cost of preparing this proxy statement, the proxy card, the Notice and the annual report are being paid by the Company.

 

You may vote in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:

 

 

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on May 12, 2010.

 

Your proxy will be voted in accordance with your instructions, so long as, in the case of a proxy card returned by mail, such card has been executed and dated. If you execute and return your proxy card by mail but provide no

specific instructions in the proxy card, your shares will be voted FOR the ratification of the appointment of our independent registered public accounting firm.

 

We do not intend to bring any matters before the meeting except those indicated in the notice of Annual Meeting and described in this proxy statement, and we do not know of any matter which anyone else intends to present for action at the meeting. If any other matters properly come before the meeting, however, the persons named in the enclosed proxy will be authorized to vote or otherwise act in accordance with their judgment.

 

You may revoke your proxy at any time before it is voted at the meeting by:

 

 

On the record date, there were approximately 43,916,880 shares of our common stock, par value $0.01 per share, outstanding (including 1,288,095 shares reserved for the satisfaction of certain claims in connection with our emergence from Chapter 11 bankruptcy proceedings) and approximately 5,314,130 shares of our Series A convertible participating preferred stock, par value $0.01 per share (“Series A Preferred Stock”), outstanding. Our common stock and Series A Preferred Stock are the only classes of voting securities outstanding, and the holders of our common stock and Series A Preferred Stock vote together as a single class.

 

A quorum is established when a majority of shares entitled to vote is present at the meeting, either in person or by proxy. Abstentions and broker non-votes (as described below under “— Required Vote”) are counted for purposes of determining whether a quorum is present.

 

Each share of common stock and Series A Preferred Stock that you hold as of the record date entitles you to one vote, without cumulation, on each matter to be voted upon at the meeting.

 

The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the item will be required for approval of the ratification of our independent registered public accounting firm and any other matter properly brought before the meeting. Abstentions on any matter will not be voted but will be counted for purposes of determining whether there is a quorum and the minimum number of affirmative votes required for approval. Accordingly, an abstention will have the effect of a negative vote on such item.

 

If you hold your shares in “street name” through a bank, broker or other nominee, such bank, broker or nominee will vote those shares in accordance with your instructions. To so instruct your bank, broker or nominee, you should follow the information provided to you by such entity. Without instructions from you, a bank, broker or nominee will be permitted to exercise its own voting discretion with respect to certain so-called routine matters, which include Proposal No. 1 (ratification of auditor). Thus, if you do not give your bank, broker or nominee specific instructions with respect to Proposal No. 1, your shares will be voted in such entity’s discretion. We urge you, however, to provide your bank, broker or nominee with appropriate voting instructions so that all your shares may be voted at the meeting.

 

The following table sets forth, as of March 22, 2010 (except as indicated below), beneficial ownership, as defined by SEC rules, of our common stock and Series A Preferred Stock and ownership of restricted stock units (“RSUs”) by the persons or groups specified. Each of the persons listed below has sole voting and investment power with respect to the beneficially owned shares listed unless otherwise indicated. The percentage calculations set forth in the table are based on 43,916,880 shares of common stock outstanding on March 22, 2010 (as adjusted to include shares of common stock issuable upon the conversion or exercise of Series A Preferred Stock and Warrants, as applicable) and 5,314,130 shares of Series A Preferred Stock outstanding on March 22, 2010, rather than based on the percentages set forth in stockholders’ Schedules 13G.

 

 

 

 

In connection with the audit of the 2009 financial statements, we entered into an engagement agreement with Ernst & Young LLP which sets forth the terms by which Ernst & Young LLP will perform audit services for the Company. That agreement is subject to alternative dispute resolution procedures.

 

In addition to retaining Ernst & Young LLP to audit our consolidated financial statements for 2009, we retained Ernst & Young LLP, as well as other accounting firms, to provide tax and other advisory services in 2009. We understand the need for Ernst & Young LLP to maintain objectivity and independence in its audit of our financial statements. It is also the Audit Committee’s goal that the fees that the Company pays to Ernst & Young LLP for permitted non-audit services in any year should not exceed the audit and audit-related fees paid to Ernst & Young LLP in such year, a goal which the Company achieved in 2009 and 2008.

 

In order to assure that the provision of audit and non-audit services provided by Ernst & Young LLP, our independent registered public accounting firm, does not impair its independence, the Audit Committee is required to pre-approve the audit and permitted non-audit services to be performed by Ernst & Young LLP, other than de minimis services that satisfy the requirements pertaining to de minimis exceptions for non-audit services described in Section 10A of the Securities Exchange Act of 1934. The Audit Committee also has adopted policies and procedures for pre-approving all audit and permitted non-audit work performed by Ernst & Young LLP. Any pre-approval is valid for 14 months from the date of such pre-approval, unless the Audit Committee specifically provides for a different period. Any pre-approval must also set forth in detail the particular service or category of services approved and is generally subject to a specific cost limit. All of the fees for audit, audit-related, tax and other services performed by Ernst & Young LLP were pre-approved by the Audit Committee in accordance with the pre-approval policies and procedures described in this paragraph.

 

The Audit Committee has adopted policies regarding our ability to hire employees, former employees and certain relatives of employees of the Company’s independent accountants.

 

During 2009 and 2008, we retained Ernst & Young LLP to provide services in the following categories and amounts:

 

 

 

 

Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2010. A proposal will be presented at the meeting to ratify this appointment. Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote. If the stockholders fail to ratify such selection, another independent registered public accounting firm will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage Ernst & Young LLP. Even if the appointment of Ernst & Young LLP is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Lear and its stockholders. We have been advised that a representative of Ernst & Young LLP will be present at the meeting and will be available to respond to appropriate questions and, if such person chooses to do so, make a statement.

 

YOUR BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF
THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.

 

PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE PROPOSAL
 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

 

On July 7, 2009, the Company and certain of its U.S. and Canadian subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 (“Chapter 11”) of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (Consolidated Case No. 09-14326). On November 9, 2009, the Debtors consummated the reorganization contemplated by the plan of reorganization approved by the Bankruptcy Court and emerged from Chapter 11 bankruptcy proceedings. In connection with the Company’s emergence from Chapter 11 bankruptcy proceedings, all of the Company’s common stock was extinguished, and no distributions were made to our former shareholders under the plan of reorganization. The Company issued new common stock to certain of its Chapter 11 stakeholders in connection with its emergence from Chapter 11 bankruptcy proceedings.

 

Stockholders who intend to present proposals at the Company’s annual meeting of stockholders in 2011 pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must send notice of their proposal to us so that we receive it no later than December 1, 2010. Stockholders who intend to present proposals at the annual meeting of stockholders in 2011 other than pursuant to Rule 14a-8 must comply with the notice provisions in our bylaws. The notice provisions in our bylaws require that, for a proposal to be properly brought before the annual meeting of stockholders in 2011, proper notice of the proposal be received by us not less than 90 days or more than 120 days prior to the first anniversary of the 2010 Annual Meeting. Stockholder proposals should be addressed to Lear Corporation, 21557 Telegraph Road, Southfield, Michigan 48033, Attention: Terrence B. Larkin, Senior Vice President, General Counsel and Corporate Secretary.

 

We know of no other matters to be submitted to the stockholders at the 2010 Annual Meeting. If any other matters properly come before the meeting, persons named in the proxy intend to vote the shares they represent in accordance with their own judgments.

 

The SEC’s rules permit us to deliver a single Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice and, if applicable, proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the notice, proxy statement or annual report, contact Broadridge Financial Solutions, Inc. (“Broadridge”) by calling 1-800-542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

 

In addition, if two or more stockholders sharing the same address receive multiple copies of our proxy materials and wish to receive only one copy of such materials, stockholders may notify their broker if their shares are held in a brokerage account or may notify us if they hold registered shares. Such registered stockholders may notify us by contacting Broadridge at the above telephone number or address or sending a written request to Lear Corporation, 21557 Telegraph Road, Southfield, Michigan 48033, Attention: Investor Relations.

Upon written request by any stockholder entitled to vote at the 2010 Annual Meeting, we will promptly furnish, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2009, which we previously filed with the SEC, including financial statements and schedules. If the person requesting the report was not a stockholder of record on March 22, 2010, the request must contain a good faith representation that he or she was a beneficial owner of our common stock at the close of business on that date. Requests should be addressed to Lear Corporation, 21557 Telegraph Road, Southfield, Michigan 48033, Attention: Terrence B. Larkin, Senior Vice President, General Counsel and Corporate Secretary.

 

By Order of the Board of Directors,

 

/s/ Terrence B. Larkin

Terrence B. Larkin
Senior Vice President, General Counsel
and Corporate Secretary

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:      x		KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Lear Proxy Statement, Lear Annual Report is/are available at www.proxyvote.com.