UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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. ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 23, 2020, at the 2020 Annual Meeting of Shareholders, the shareholders of Meritor, Inc. (the “Company”) approved the adoption by the Board of Directors of the 2020 Long-Term Incentive Plan (the “2020 LTIP”). The purpose of the 2020 LTIP is to enhance shareholder value by linking the compensation of directors, officers and key employees to increases in the price of Company stock and achievement of other performance objectives, and to encourage ownership in the Company by key employees whose long-term employment is considered essential to the Company’s continued progress and success. The 2020 LTIP is also intended to assist in the recruitment of new employees and to motivate, retain and encourage such personnel to act in the interest of the Company’s shareholders and share in the Company’s success. The 2020 LTIP provides for grants in the form of stock options, stock appreciation rights, stock awards (including restricted shares and restricted share units), other stock-based awards and cash awards. The number of shares issued under the 2020 LTIP may not exceed the sum of (i) 4,100,000 shares and (ii) any shares under the Company’s 2010 Long-Term Incentive Plan subject to awards that, after the effective date of the 2020 LTIP, are forfeited, terminated or lapsed. The 2020 LTIP is administered by the Compensation and Management Development Committee of the Board with respect to awards to employees and by the Corporate Governance and Nominating Committee of the Board with respect to awards to directors.
For further information on the terms of potential awards and the other provisions of the 2020 LTIP, including the effects of termination of employment and change of control of the Company, see the text of the 2020 LTIP, which is filed as Appendix B to the Company’s definitive proxy statement for the 2020 Annual Meeting of Shareholders and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 23, 2020, at the 2020 Annual Meeting of Shareholders, the shareholders of the Company also approved amendments to the Company’s Amended and Restated Articles of Incorporation to (i) provide for the phased-in declassification of the Board of Directors culminating in the annual election of all directors in 2023 and (ii) provide shareholders with the ability to amend the Company’s Amended and Restated By-Laws. Following the effectiveness of such amendments, the Board made corresponding amendments to the Company’s Amended and Restated By-Laws. All of the foregoing amendments were effective as of January 23, 2020.
The text of the amendments to the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws are attached hereto as Exhibits 3-a and 3-b, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2020 Annual Meeting of Shareholders on January 23, 2020. At the meeting, the following matters were voted on and received the number of votes in favor, votes withheld or against, abstentions (if applicable) and broker non-votes as set forth below:
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| (i) | Election of directors: The following individuals were elected to the Board of Directors, with terms expiring at the Annual Meeting of Shareholders in 2023. Voting results were as follows: |
| Name of Nominee | For | Withheld | Broker Non-Votes |
| Steven Beringhause | 66,842,913 | 293,911 | 3,776,715 |
| Rhonda L. Brooks | 65,003,237 | 2,133,587 | 3,776,715 |
| Jeffrey A. Craig | 66,472,169 | 664,655 | 3,776,715 |
| (ii) | Approval of executive compensation: The shareholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s definitive proxy statement for the 2020 Annual Meeting of Shareholders. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 66,237,459 | 781,815 | 117,550 | 3,776,715 |
| (iii) | Appointment of auditors: The shareholders approved the ratification of the selection by the Audit Committee of the Board of Directors of the firm of Deloitte & Touche LLP as the Company’s auditors. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 69,756,080 | 1,105,840 | 51,619 | N/A |
| (iv) | Board declassification: The shareholders approved the Company’s proposal to amend the Company’s Amended and Restated Articles of Incorporation to declassify its Board of Directors. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 66,831,648 | 153,784 | 151,392 | 3,776,715 |
| (v) | Shareholder by-law access: The shareholders approved the Company’s proposal to amend the Company’s Amended and Restated Articles of Incorporation to allow shareholders to amend its Amended and Restated By-Laws. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 66,916,585 | 115,296 | 104,943 | 3,776,715 |
| (vi) | 2020 Long-Term Incentive Plan: The shareholders approved the 2020 LTIP. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 63,857,619 | 3,185,954 | 93,251 | 3,776,715 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3-a | Text of the amendments to the Company’s Amended and Restated Articles of Incorporation. | |
| 3-b | Text of the amendments to the Company’s Amended and Restated By-Laws. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| MERITOR, INC. | |||
| (Registrant) | |||
| Date: January 28, 2020 | By: | /s/ Scott M. Confer | |
| Scott M. Confer | |||
| Interim Chief Legal Officer and Corporate | |||
| Secretary | |||
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Exhibit 3-a
TEXT OF THE AMENDMENTS TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MERITOR, INC.
(As amended and restated January 23, 2020)
Section 7.02 Terms of Directors.
(a) Until the election of directors at the annual meeting of shareholders to be held in 2023, the Directors, other than those who may be elected by the holders of any series of Preferred Stock or any other series or class of Shares, as provided in these Articles or in any Preferred Stock Amendment, shall be divided, with respect to the time for which they severally hold office, into classes, with Directors in each class having the terms of office specified in this Section 7.02. The term of office for the class of Directors elected in 2018 shall expire at the annual meeting of shareholders to be held in 2021, the term of office for the class of Directors elected in 2019 shall expire at the annual meeting of shareholders to be held in 2022, and the term of office for the class of Directors elected in 2020 shall expire at the annual meeting of shareholders to be held in 2023, with each Director to hold office until his or her successor shall have been duly elected and qualified. Commencing at the annual meeting of shareholders to be held in 2021, Directors whose terms expire at such meeting (or such Directors’ successors) shall be elected to hold office for a one-year term expiring at the next annual meeting of shareholders, with each Director to hold office until his or her successor shall have been duly elected and qualified. Commencing with the election of Directors at the annual meeting of shareholders to be held in 2023, the classification of the Board shall terminate and all Directors shall thereupon be elected for a one-year term expiring at the next annual meeting of shareholders.
(b) Subject to the rights of the holders of any series of Preferred Stock, and unless the Board otherwise determines, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the Directors then in office, though less than a quorum, and any Director so chosen shall hold office (i) prior to the election of Directors at the annual meeting of shareholders to be held in 2023, for a term expiring at the annual meeting of shareholders at which the term of office of the class of Directors to which such Director has been elected expires or (ii) commencing with the election of Directors at the annual meeting of shareholders to be held in 2023, for a term expiring at the next annual meeting of such shareholders, and in each case until such Director’s successor shall have been duly elected and qualified. No decrease in the number of authorized Directors constituting the whole Board shall shorten the term of any incumbent Director.
Section 7.04 By-Laws. Except as otherwise expressly provided in these Articles or the Act, the By-laws of the Corporation may from time to time be altered, amended or repealed, or new By-laws may be adopted, by either (a) the Board by the affirmative vote of a majority of the total number of Directors at the time, or (b) the affirmative vote, at a meeting of the shareholders of the Corporation, of the holders of at least a majority of the voting power of the Voting Shares, voting together as a single class.
Exhibit 3-b
TEXT OF THE AMENDMENTS TO THE
AMENDED AND RESTATED BY-LAWS
OF
MERITOR, INC.
(As of January 23, 2020)
SECTION 3.3. Vacancies. Except where the terms of any class or series of Preferred Stock of the Corporation require the election of one or more directors by the holders of such Preferred Stock voting as a single class and except to the extent the Board of Directors determines otherwise, vacancies occurring on the Board of Directors and newly-created directorships resulting from any increase in the number of directors may be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and any director so chosen shall hold office (i) prior to the election of Directors at the annual meeting of shareholders to be held prior to 2023, for a term expiring at the annual meeting of shareholders at which the term of office of the class of directors to which such director has been elected expires or (ii) commencing with the election of directors at the annual meeting of shareholders held in 2023, for a term expiring at the next annual meeting of shareholders, and in each case until his or her successor is duly elected and qualified or until the earlier of his or her death, resignation or removal in a manner permitted by statute or these By-Laws. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.
SECTION 9.4. Amendments. Except as otherwise expressly provided in the Articles of Incorporation or the Act, these By-laws may from time to time be altered, amended or repealed, or new By-laws may be adopted, by either (a) the Board of Directors by the affirmative vote of a majority of the total number of directors at the time, or (b) the affirmative vote, at a meeting of the shareholders of the Corporation, of the holders of at least a majority of the voting power of the shares of the Corporation then entitled to vote at an election of directors, voting together as a single class.
Cover |
Jan. 23, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 23, 2020 |
| Current Fiscal Year End Date | --09-30 |
| Entity File Number | 1-15983 |
| Entity Registrant Name | MERITOR, INC. |
| Entity Central Index Key | 0001113256 |
| Entity Tax Identification Number | 38-3354643 |
| Entity Incorporation, State or Country Code | IN |
| Entity Address, Address Line One | 2135 West Maple Road |
| Entity Address, City or Town | Troy |
| Entity Address, State or Province | MI |
| Entity Address, Postal Zip Code | 48084-7186 |
| City Area Code | (248) |
| Local Phone Number | 435-1000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $1 Par Value |
| Trading Symbol | MTOR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |