Spirit AeroSystems (SPR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 23, 2025, will be held virtually; only shareholders of record as of April 8, 2025, may vote.

• Key proposals include election of directors, advisory vote on executive compensation, ratification of auditors, and a shareholder proposal on political spending transparency.

• Merger with Boeing was approved by shareholders in January 2025; if completed before the meeting, the Annual Meeting will not occur.

Voting matters and shareholder proposals

• Four proposals: (1) election of 10 directors, (2) advisory say-on-pay vote, (3) ratification of Ernst & Young LLP as auditors, (4) shareholder proposal on political spending transparency.

• Board recommends FOR all director nominees, FOR executive compensation, FOR auditor ratification, and AGAINST the political spending proposal.

• Shareholder proposal seeks semiannual disclosure of political contributions; Board opposes, citing no corporate funds used for political contributions since 2019.

Board of directors and corporate governance

• Board consists of 10 directors with diverse backgrounds in aerospace, defense, finance, and operations.

• Four standing committees: Audit, Compensation, Governance, and Risk, all composed of independent directors.

• Annual board and committee evaluations, director education, and a robust director selection process are in place.

• Proxy access allows significant shareholders to nominate directors under certain conditions.

• Code of Conduct, insider trading, anti-hedging, and anti-pledging policies are enforced.