Stoneridge Inc. Elects New Directors, Adjusts Board

TL;DR

Stoneridge board shakeup: two new directors in, two out. New exec comp details also filed.

AI Summary

Stoneridge Inc. announced on May 14, 2024, a change in its Board of Directors with the election of two new directors, Michael L. Bartolotta and David M. Dauch. This follows the resignation of two existing directors, Robert B. Knight and George F. Young. The company also disclosed compensatory arrangements for its officers.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board and officer changes and compensatory arrangements, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Stoneridge Inc. (company) — Registrant
• Michael L. Bartolotta (person) — Newly Elected Director
• David M. Dauch (person) — Newly Elected Director
• Robert B. Knight (person) — Resigned Director
• George F. Young (person) — Resigned Director

FAQ

Filing Documents

• sri-20240514.htm (8-K) — 43KB
• sri-20240516xexx101.htm (EX-10.1) — 36KB
• 0001043337-24-000094.txt ( ) — 214KB
• sri-20240514.xsd (EX-101.SCH) — 2KB
• sri-20240514_lab.xml (EX-101.LAB) — 23KB
• sri-20240514_pre.xml (EX-101.PRE) — 13KB
• sri-20240514_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

ITEM 5.07 Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting the following matters were voted on by the Company's shareholders: 1. The nine Company nominees for election to the Board of Directors were elected, each for a one-year term, by the following votes: Nominee For Withheld Broker Non-Votes Ira C. Kaplan 24,781,476 725,960 268,036 Kim Korth 24,370,172 1,137,264 268,036 William M. Lasky 22,506,320 3,001,116 268,036 George S. Mayes, Jr. 24,781,581 725,855 268,036 Carsten J. Reinhardt 24,880,411 627,025 268,036 Sheila Rutt 25,483,849 23,587 268,036 Paul J. Schlather 25,315,846 191,590 268,036 Frank S. Sklarsky 25,481,379 26,057 268,036 James Zizelman 25,315,889 191,547 268,036 2. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ended December 31, 2024 was approved by the following votes: For Against Abstain Broker Non-Votes 25,253,880 521,116 476 — 3. A non-binding advisory resolution to approve the 2023 compensation paid to the Company's Named Executive Officers was approved by the following votes: For Against Abstain Broker Non-Votes 25,295,714 206,073 5,649 268,036 The Company's policy is to have an advisory non-binding shareholder vote on the compensation of the Company's Named Executive Officers on an annual basis. 4. Amendment No. 2 to the Company's 2018 Amended and Restated Directors' Restricted Shares Plan, as amended was approved by the following votes: For Against Abstain Broker Non-Votes 24,682,648 820,004 4,784 268,036

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amendment No. 2 to the Stoneridge, Inc. 2018 Amended and Restated Directors' Restricted Shares Plan, as amended. 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

SIGNATURES

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. Stoneridge, Inc. Date: May 16, 2024 /s/ Matthew R. Horvath Matthew R. Horvath Chief Financial Officer and Treasurer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR