UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 20, 2006
Delphi Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-14787
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38-3430473 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 5725 Delphi Drive, Troy, MI
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48098 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(248) 813-2000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On September 20, 2006, the Board of Directors of Delphi Corporation (“Delphi”) accepted the
resignation of board member Dr. Bernd Gottschalk, president of the Association of the German
Automotive Industry (the “Association”). Dr. Gottschalk’s resignation is not a result of a
disagreement with Delphi or with any of its operations, policies or practices. He resigned at the
request of the Association, which expressed concerns over potential conflicts of interest between
the interests of the Association and Delphi as a supplier to its members. Dr. Gottschalk leaves
Delphi’s Board of Directors after many years of distinguished service since 2000. He served on the
Corporation’s Corporate Governance and Public Issues Committee.
Also on September 20, 2006, the Board of Directors of Delphi elected Martin E. Welch III (58),
executive vice president and chief financial officer (“CFO”) of United Rentals, Inc., to fill the
vacancy created by the resignation of Dr. Gottschalk. The appointment is effective on September
20, 2006. Mr. Welch will also serve on the Audit Committee of the Board of Directors. Prior to
becoming CFO of United Rentals, Inc. in 2005, Mr. Welch served as director and business advisor to
the private equity firm, York Management Services, in Somerset, New Jersey, since 2002. From 1995
to 2001, Welch served as CFO for Kmart Corporation in Troy, Michigan, and from 1991 to 1995 as CFO
for Federal-Mogul Corporation in Southfield, Michigan. Prior to 1991, Mr. Welch held various
finance positions at Chrysler Corporation. More information regarding Mr. Welch’s experience and
background is included in the press release announcing this appointment and is attached as Exhibit
99(a) to this filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is being filed as part of this report.
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Description |
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99 (a)
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Press Release dated September 20, 2006. |