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





(e)

On September 28, 2021, the board of directors (the "Board") of Spirit AeroSystems Holdings, Inc. ("Holdings" or the "Company") approved the creation of three divisions of the Company: (i) the Commercial Division, which consists of the Company's commercial operations (excluding aftermarket); (ii) the Defense and Space Division, which consists of the Company's defense and space operations (excluding aftermarket); and (iii) the Aftermarket Division, which consists of the Company's aftermarket operations (collectively, the "Divisions"). In connection with these actions, the Board appointed officers of all three Divisions. The creation of the new Divisions and the officer appointments are effective as of October 1, 2021.

Effective October 1, 2021, the Board appointed Samantha Marnick as Executive Vice President and President, Commercial Division and Chief Operating Officer. Previously, Ms. Marnick served as the Company's Executive Vice President and Chief Operating Officer. In connection with Ms. Marnick's appointment, the Compensation Committee (the "Committee") of the Board increased Ms. Marnick's annual base salary from $650,000 to $700,000 and increased Ms. Marnick's target annual cash incentive award to 110% of base salary (increased from 100%). Further, the Committee increased the value of Ms. Marnick's annual equity grants under the Long Term Incentive Plan ("LTIP") of Holdings' 2014 Omnibus Incentive Plan, as amended (the "Omnibus Plan"), to a value equal to 255% of her annual base salary (increased from 230%).

Effective October 1, 2021, the Board appointed Duane Hawkins as Executive Vice President and President, Defense and Space Division. Previously, Mr. Hawkins served as Senior Vice President, Defense. In connection with Mr. Hawkins' appointment, the Committee increased Mr. Hawkins' annual base salary from $535,000 to $575,000.

Effective October 1, 2021, the Committee increased Mark Suchinski's (Senior Vice President and Chief Financial Officer) annual base salary from $525,000 to $550,000. The Committee also increased the value of Mr. Suchinski's annual equity grants under the LTIP of Holdings' Omnibus Plan to a value equal to 220% of his annual base salary (increased from 200%).




Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On September 28, 2021, the Board approved the Eighth Amended and Restated Bylaws of Holdings (the "Bylaws"), effective as of September 28, 2021. The changes to the Bylaws include:

· Clarification that directors and officers may resign solely by delivering their

written resignation to the President or Secretary of Holdings; and

· Certain amendments to the descriptions of officer titles and positions to

better reflect current practice at Holdings, including: indicating that the

Chief Executive Officer shall be the President, unless otherwise provided by

the Board; adding a description of the Chief Operating Officer position; and

establishing Division officer positions.

In addition, certain non-substantive language and conforming changes and other technical edits and updates were made to the Bylaws.

The foregoing description of the amendments to the Bylaws is subject to, and qualified in its entirety by, the Bylaws, which are filed as Exhibit 3.1 to this report and incorporated herein by reference.




Item 7.01        Regulation FD Disclosure.

On September 30, 2021, Holdings issued a press release announcing the creation of the three new Divisions and officer appointments. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.




Item 9.01.        Financial Statements and Exhibits.



(d) Exhibits.



   Exhibit No.                               Description

     3.1           Eighth Amended and Restated Bylaws of Spirit AeroSystems
                 Holdings, Inc.
     99.1          Press Release, dated September 30, 2021
   104           Cover Page Interactive Data File (formatted as Inline XBRL and
                 contained in Exhibit 101)

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