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    Stoneridge Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/14/25 4:27:25 PM ET
    $SRI
    Auto Parts:O.E.M.
    Consumer Discretionary
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    sri-20250513
    0001043337FALSE00010433372025-05-152025-05-15

    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): May 13, 2025
    STONERIDGE, INC.
    (Exact Name of Registrant as Specified in its Charter)
    Ohio001-1333734-1598949
    (State or Other Jurisdiction
    of Incorporation)
    (Commission
    File Number)
    (I.R.S. Employer
    Identification No.)
    39675 MacKenzie Drive, Suite 400, Novi, Michigan 48377
    (Address of principal executive offices, and Zip Code)
    (248) 489-9300
    Registrant’s Telephone Number, Including Area Code
    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):
    oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    oPre-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 classTrading Symbol(s)Name of each exchange on which registered
    Common Shares, without par valueSRINew 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 companyo
    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. o



    ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    The Company held its Annual Meeting of Shareholders on May 13, 2025 (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s shareholders approved the Stoneridge, Inc. 2025 Long-Term Incentive Plan (the “Plan”), authorizing 726,000 common shares for issuance under the Plan to eligible participants. A description of the Plan is included in the Company’s proxy statement, which was filed with the Securities and Exchange Commission on Schedule 14A on April 3, 2025. The Plan is attached hereto as Exhibit 10.1.

    ITEM 5.07 Submission of Matters to a Vote of Security Holders.
    At the 2025 Annual Meeting the following matters were voted on by the Company’s shareholders:
    1.The seven Company nominees for election to the Board of Directors were elected, each for a one-year term, by the following votes:
    NomineeForWithheldBroker Non-Votes
    Ira C. Kaplan19,244,2961,603,1082,581,215
    Kim Korth17,307,7573,539,6472,581,215
    William M. Lasky17,151,1293,696,2752,581,215
    Carsten J. Reinhardt18,878,6481,968,7562,581,215
    Sheila Rutt19,082,7401,764,6642,581,215
    Frank S. Sklarsky19,103,9221,743,4822,581,215
    James Zizelman18,904,7191,942,6852,581,215
    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, 2025 was approved by the following votes:
    ForAgainstAbstainBroker Non-Votes
    22,742,121669,09317,405—
    3.A non-binding advisory resolution to approve the 2024 compensation paid to the Company’s Named Executive Officers was approved by the following votes:
    ForAgainstAbstainBroker Non-Votes
    17,229,2083,593,20124,9952,581,215
    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.The Stoneridge, Inc. 2025 Long-Term Incentive Plan was approved by the following votes:
    ForAgainstAbstainBroker Non-Votes
    18,262,7282,563,85920,8172,581,215



    ITEM 9.01    Financial Statements and Exhibits.
    (d)    Exhibits
    Exhibit No.Description
    10.1
    The Stoneridge, Inc. 2025 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement under the Securities Act of 1933 on Form S-8 filed on May 13, 2025)
    104Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)






    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 14, 2025
    /s/ Matthew R. Horvath
    Matthew R. Horvath
    Chief Financial Officer and Treasurer
    (Principal Financial Officer)

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