UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 9, 2019
ALLISON TRANSMISSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35456 | 26-0414014 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
One Allison Way, Indianapolis, Indiana | 46222 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(317) 242-5000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) |
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 Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||
Common stock, $0.01 par value | ALSN | New York Stock Exchange |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 9, 2019, in connection with the closing of the previously announced stock purchase agreement between Allison Transmission Holdings, Inc. (the “Company”) and Ashe Capital Management, LP, William R. Harker resigned from the Board of Directors (“Board”) of Allison Transmission Holdings, Inc. (the “Company”) and as a member of the Audit Committee, Compensation Committee, and Finance Committee of the Board, effective immediately. Mr. Harker’s resignation was not as a result of any disagreement with the Company. Following Mr. Harker’s resignation, the Board reduced the size of the Board to ten members, effective immediately.
Item 8.01 | Other Events. |
On May 9, 2019, the Company announced that its Board had approved a new authorization under the Company’s previously announced stock repurchase program for the repurchase of up to an additional $1,000 million of the Company’s outstanding common stock, bringing the total amount authorized under the program to $3,000 million, of which approximately $1,163 million remains available for future repurchases. A copy of the press release announcing the increase to the stock repurchase authorization is attached as Exhibit 99.1 hereto.
Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule10b-18. Allison may also, from time to time, enter into Rule10b5-1 plans to facilitate repurchases of its shares under this authorization. This stock repurchase program does not obligate Allison to acquire any particular amount of its common stock and the program may be modified, suspended or discontinued at any time at Allison’s discretion.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
99.1 | Press Release issued by Allison Transmission Holdings, Inc. dated May 9, 2019. |
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.
Allison Transmission Holdings, Inc. | ||||||
Date: May 9, 2019 | By: | /s/ Eric C. Scroggins | ||||
Eric C. Scroggins | ||||||
Vice President, General Counsel and Secretary |