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): April 27, 2022

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33160		20-2436320
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3801 South Oliver, Wichita, Kansas 67210
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (316) 526-9000

	Not Applicable
	(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 (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		SPR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 27, 2022, Spirit AeroSystems Holdings, Inc. (the “Company”) held its 2022 annual meeting of stockholders. The following is a summary of the voting results for each matter presented at the Company’s 2022 annual meeting of stockholders.

Proposal 1: Election of Directors. The stockholders elected the following eleven nominees to serve as directors until the 2023 annual meeting of stockholders and until the election and qualification of his or her respective successor, subject to each director’s earlier death or disability. Voting results for this proposal follow.

Name of Director	Votes For		Votes Against		Abstentions		Broker Non-Votes
Stephen A. Cambone		68,041,883		2,333,621		55,932		12,991,642
Irene M. Esteves		68,045,584		2,330,081		55,771		12,991,642
William A. Fitzgerald		69,395,118		979,429		56,889		12,991,642
Paul E. Fulchino		57,938,189		12,434,825		58,422		12,991,642
Thomas C. Gentile III		69,408,745		988,858		33,833		12,991,642
Robert D. Johnson		60,238,428		10,121,056		71,952		12,991,642
Ronald T. Kadish		61,427,586		8,947,994		55,856		12,991,642
John L. Plueger		67,427,539		2,947,594		56,303		12,991,642
James R. Ray Jr.		69,056,039		1,318,683		56,714		12,991,642
Patrick M. Shanahan		68,885,929		1,491,303		54,204		12,991,642
Laura H. Wright		62,263,434		8,114,898		53,104		12,991,642

Proposal 2: Advisory Vote on Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. Voting results for this proposal follow.

Votes For				Votes Against				Abstentions				Broker Non- Votes
	56,428,574				13,924,766				78,096				12,991,642

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s registered public accounting firm for fiscal year 2022. Voting results for this proposal follow.

Votes For				Votes Against				Abstentions
	81,555,618				1,774,295				93,165

Proposal 4: Stockholder Proposal Titled “Shareholder Ratification of Termination Pay”. The stockholders approved the stockholder proposal titled “Shareholder Ratification of Termination Pay”. Voting results for this proposal follow.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	47,486,132				22,812,505				132,799				12,991,642

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.

	SPIRIT AEROSYSTEMS HOLDINGS, INC.

Date: May 2, 2022	/s/ Mindy McPheeters
	Name:	Mindy McPheeters
	Title:	Senior Vice President, General Counsel and Corporate Secretary