Lear (LEA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, will be held virtually, allowing shareholders to vote and participate online.

• Shareholders will vote on electing eleven directors, ratifying Ernst & Young LLP as auditor, approving executive compensation, and amending the 2019 Long-Term Stock Incentive Plan.

• 2025 financial highlights include $23.3B in revenue, $437M net income, $1.062B core operating earnings, and a 26.8% total shareholder return.

• The company emphasizes operational excellence, innovation, and sustainability, with significant business wins and industry recognition in 2025.

Voting matters and shareholder proposals

• Proposals include election of eleven directors, auditor ratification, advisory say-on-pay, and approval of the amended stock incentive plan.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• All non-executive directors are independent; separate Chairperson and CEO roles maintained.

• Board committees (Audit, People & Compensation, Governance & Sustainability) are composed solely of independent directors.

• Annual election of all directors; majority voting standard in uncontested elections.

• Board skills matrix and regular self-assessments ensure diverse expertise and effective governance.

• Shareholder engagement reached 76% of outstanding shares in 2025.