LEAR CORP
For the period ended May 14, 2026. Filed Apr 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Apr 2, 2026
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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
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
Lear Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
21557 Telegraph Road
Southfield, Michigan 48033
April 2, 2026
Dear Shareholder:
On behalf of the Board of Directors of Lear Corporation, you are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held through a virtual web conference at www.virtualshareholdermeeting.com/LEA2026 on May 14, 2026, at 9:00 a.m. (Eastern Time). You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions in advance of and during the meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or in any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are admitted when the meeting starts.
To facilitate broad shareholder attendance and participation and provide a consistent experience to all shareholders, regardless of location, the Annual Meeting will once again be virtual. We have included with this letter a proxy statement that 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 Corporation from documents we have filed with the Securities and Exchange Commission (the “SEC”).
We are delivering our proxy statement and annual report on Form 10-K pursuant to the SEC rules that allow companies to furnish proxy materials to their shareholders over the Internet. We believe that this delivery method expedites shareholders’ receipt of proxy materials and lowers the cost and environmental impact of our Annual Meeting. On or about April 2, 2026, we will mail to our shareholders 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 elect directors named in the accompanying proxy statement, to ratify the retention of Ernst & Young LLP as our independent registered public accounting firm, to provide an advisory vote to approve our executive compensation, to approve the amendment and restatement of our 2019 Long-Term Stock Incentive Plan and to transact any other business properly brought before the Annual Meeting.
As always, we encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the enclosed proxy statement. We strongly urge you to read the accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and in accordance with the recommendations of the Board of Directors on the other proposals by following the voting instructions contained in the proxy statement.
| Sincerely, | |
|---|---|
| Greg C. Smith | Raymond E. Scott |
| Non-Executive Chairman | President, Chief Executive Officer and Director |
This proxy statement is dated April 2, 2026, and is first being made available to shareholders via the Internet on or about April 2, 2026.
21557 Telegraph Road
Southfield, Michigan 48033
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| Time and Date: | Thursday, May 14, 2026, at 9:00 a.m. (Eastern Time)Online check-in will be available beginning at 8:30 a.m. (Eastern Time). Please allow ample time for the online check-in process. |
|---|---|
| Place: | The Annual Meeting will be held through a virtual web conference at www.virtualshareholdermeeting.com/LEA2026. To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of the Proxy Materials, on your proxy card, or in any additional voting instructions accompanying these Proxy Materials. |
| Record Date: | March 16, 2026 |
| Items of Business: | 1. To elect the following eleven nominees to the Board of Directors (the “Board”): Julian G. Blissett, Jonathan F. Foster, Bradley M. Halverson, Mary Lou Jepsen, Roger A. Krone, Rod A. Lache, Patricia L. Lewis, Kathleen A. Ligocki, Conrad L. Mallett, Jr., Raymond E. Scott and Greg C. Smith;2. To ratify the retention of Ernst & Young LLP as the Company’s registered public accounting firm for 2026;3. To approve, in a non-binding advisory vote, the Company’s executive compensation; 4. To approve the amendment and restatement of the Company’s 2019 Long-Term Stock Incentive Plan, as amended and restated as of May 18, 2023 (the “Plan,” which once further amended and restated, the “Amended Plan”); and5. To conduct any other business properly brought before the Annual Meeting or any postponement thereof. |
| Proxy Voting: | YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES OVER THE TELEPHONE, VIA THE INTERNET OR BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD, AS DESCRIBED IN THE PROXY STATEMENT. YOUR PROMPT COOPERATION IS GREATLY APPRECIATED. |
By Order of the Board of Directors,
Amanda J. Pontes
Vice President, General Counseland Corporate SecretaryApril 2, 2026
Notice of Internet Availability of Proxy Materials We are making the accompanying proxy statement and our annual report on Form 10-K available to shareholders electronically via the Internet. On or about April 2, 2026, we will mail to most of our shareholders a notice containing instructions on how to access this proxy statement and our annual report on Form 10-K and to vote via the Internet or by telephone. Other shareholders, in accordance with their prior requests, will receive e-mail notification of how to access our proxy materials and vote via the Internet or by telephone or will be mailed paper copies of our proxy materials and a proxy card on or about April 2, 2026.
TABLE OF CONTENTS
| 2026 PROXY STATEMENT SUMMARY | 1 |
|---|---|
| Annual Meeting of Shareholders | 1 |
| Proxy Voting Roadmap | 1 |
| Lear at a Glance | 2 |
| 2025 Financial Performance | 3 |
| 2025 Compensation Highlights | 4 |
| Corporate Governance | 6 |
| 2026 Annual Meeting of Shareholders | 7 |
| Items to be Voted on | 8 |
| Director Nominees | 8 |
| Sustainability Highlights for 2025 | 9 |
| ELECTION OF DIRECTORS (PROPOSAL NO. 1) | 10 |
| DIRECTORS AND CORPORATE GOVERNANCE | 11 |
| Director Biographical Information and Qualifications | 11 |
| Criteria for Selection of Directors and Director Recruitment Process | 17 |
| Board Composition and Tenure | 19 |
| Recommendation of Directors by Shareholders | 20 |
| Independence of Directors | 20 |
| Board’s Role in Risk Oversight | 21 |
| Sustainability | 22 |
| Other Board Information | 25 |
| Director Compensation | 28 |
| Security Ownership of Certain Beneficial Owners, Directors and Management | 30 |
| COMPENSATION DISCUSSION AND ANALYSIS ("CD&A") | 32 |
| CD&A Executive Summary | 33 |
| Summary of NEO Pay Results for 2025 | 35 |
| Decision-Making Framework | 35 |
| What We Pay and Why: Elements of Executive Compensation | 41 |
| 2025 Performance Results and Compensation Decisions | 44 |
| Other Pay Elements | 51 |
| Governance Policies and Practices | 52 |
| EXECUTIVE COMPENSATION TABLES | 56 |
| P&C COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 76 |
| P&C COMMITTEE REPORT | 77 |
| AUDIT COMMITTEE REPORT | 78 |
| FEES OF INDEPENDENT ACCOUNTANTS | 80 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 81 |
| RATIFICATION OF RETENTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 (PROPOSAL NO. 2) | 82 |
| ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION SET FORTH IN THIS PROXY STATEMENT (PROPOSAL NO. 3) | 83 |
| VOTE TO APPROVE THE AMENDED PLAN (PROPOSAL NO. 4) | 84 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 92 |
| SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING OF SHAREHOLDERS | 96 |
| OTHER MATTERS | 96 |
| APPENDIX A RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 97 |
| APPENDIX B THE 2019 LONG-TERM STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 14, 2026 | 99 |
| 2026 PROXY STATEMENT | | | i |
|---|
PROXY SUMMARY
LEAR CORPORATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.