Form 8-K

 

 

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 26, 2018

 

 

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))

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 5.07 Submission of Matters to a Vote of Security Holders

At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 26, 2018 (the “Annual Meeting”), shareholders considered five proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 22, 2018 for the Annual Meeting of Shareholders. There were 145,233,661 shares of Dana common stock eligible to vote at the meeting.

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

PROPOSAL I – Election of eight directors for a one-year term expiring in 2019 or upon the election and qualification of their successors:

 

    FOR   WITHHOLD   BROKER NON-VOTE

Rachel A. Gonzalez

  122,937,865   1,117,863   7,370,028

James K. Kamsickas

  123,088,853   966,875   7,370,028

Virginia A. Kamsky

  122,275,952   1,779,776   7,370,028

Raymond E. Mabus, Jr.

  122,931,115   1,124,613   7,370,028

Michael J. Mack, Jr.

  123,296,093   759,635   7,370,028

R. Bruce McDonald

  122,542,803   1,512,925   7,370,028

Diarmuid B. O’Connell

  123,294,997   760,731   7,370,028

Keith E. Wandell

  121,462,922   2,592,806   7,370,028

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

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE

115,401,308

  8,531,374   123,046   7,370,028

PROPOSAL III—Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018:

 

FOR   AGAINST   ABSTAIN

128,937,925

  2,466,782   21,049

 

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PROPOSAL IV – Approve amending the Second Restated Certificate of Incorporation to eliminate supermajority voting requirements:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE

123,804,507

  215,554   35,667   7,370,028

PROPOSAL V – Consideration of a shareholder proposal regarding special meetings:

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE

60,339,623

  63,631,816   84,289   7,370,028

 

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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 30, 2018

 

By:

 

/s/ Douglas H. Liedberg

   

Name: Douglas H. Liedberg

Title:   Senior Vice President, General Counsel

            and Secretary

 

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