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DAN Dana

 

 

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): April 22, 2020

 

Dana Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-1063

 

26-1531856

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 887-3000

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-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 Class

 

Trading

Symbol

 

Name of Each Exchange

on which Registered

Common Stock, $.01 par value

 

DAN

 

New 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 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.  

 

 


Item 5.07Submission of Matters to a Vote of Security Holders

At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 22, 2020 (the “Annual Meeting”), shareholders considered four proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 12, 2020 for the Annual Meeting of Shareholders. The holders of record of 132,719,654 shares, or 91.87% of Dana’s 144,449,797 outstanding shares of common stock, were represented in person or by proxy, constituting a quorum and more than a majority of the shares entitled to vote.

The vote results detailed below represent final results as certified by the Inspector of Election:

PROPOSAL I - Election of nine directors for a one-year term expiring in 2021 or upon the election and qualification of their successors:

 

FOR

  

WITHHOLD

  

BROKER NON-VOTE

 

Rachel A. Gonzalez

  

126,551,751

   

1,576,173

   

4,591,730

 

James K. Kamsickas

  

122,267,505

   

5,860,419

   

4,591,730

 

Virginia A. Kamsky

  

126,754,103

   

1,373,821

   

4,591,730

 

Bridget E. Karlin

Raymond E. Mabus, Jr.

  

127,234,937

127,008,176

   

892,987

1,119,748

   

4,591,730

4,591,730

 

Michael J. Mack, Jr.

  

127,176,090

   

951,834

   

4,591,730

 

R. Bruce McDonald

  

127,070,192

   

1,057,732

   

4,591,730

 

Diarmuid B. O’Connell

  

127,180,761

   

947,163

   

4,591,730

 

Keith E. Wandell

  

126,801,145

   

1,326,779

   

4,591,730

 

PROPOSAL II - Approval of a non-binding advisory vote on executive compensation:

FOR

 

AGAINST

  

ABSTAIN

  

BROKER NON-VOTE

 

120,739,370

  

7,196,970

   

191,584

   

4,591,730

 

PROPOSAL III - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020:

FOR

 

AGAINST

  

ABSTAIN

 

129,179,848

  

3,485,135

   

54,671

 

PROPOSAL IV – Consideration of a shareholder proposal regarding special meetings*:

FOR

 

AGAINST

  

ABSTAIN

  

BROKER NON-VOTE

 

NA

  

NA

   

NA

   

NA

 

*Neither the proponent of this proposal nor a representative was in attendance to properly present the proposal at the meeting as required by SEC Rule 14a-8. Accordingly, no vote was taken on this proposal.

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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.

 

 

 

DANA INCORPORATED

       

Date: April 28, 2020

 

 

By:

 

/s/ Douglas H. Liedberg

 

 

Name:

 

Douglas H. Liedberg

 

 

Title:

 

Senior Vice President, General Counsel and Secretary

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