UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 May 19, 2021, the Board of Directors of Meritor, Inc. (the “Company”), pursuant to Section 7.01 of the Amended and Restated Articles of Incorporation of the Company and Section 3.1 of the Amended and Restated By-laws of the Company, (i) approved an increase in the number of directors of the Company to eleven (11); (ii) appointed Elizabeth A. Fessenden to fill the newly created vacancy as a Class II director with a term expiring at the 2023 annual meeting of shareholders; and (iii) appointed Ms. Fessenden as a member of the compensation and management development committee, in each case effective as of June 1, 2021. A copy of the Company’s Press Release with respect to Ms. Fessenden’s appointment is attached hereto as Exhibit 99-a and incorporated herein by reference.
As a non-employee director of the Company, Ms. Fessenden will receive an annual cash retainer of $105,000 for Board service. As part of director compensation, each non-employee director is also entitled to receive an annual equity grant equal to a value of approximately $120,000, in the form of restricted stock. The restricted stock vests upon the earliest of (i) three years from the date of grant or (ii) the date the director resigns or ceases to be a director under circumstances the Board determines not to be adverse to the best interests of the Company. In connection with her appointment, Ms. Fessenden’s annual cash retainer and equity award will be pro-rated for her time of service for the current year.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Fessenden and any of the Company’s executive officers and any director, executive officer or person nominated to become a director or executive officer. Ms. Fessenden was not selected pursuant to any arrangement or understanding between her and any person other than the Company. In addition, Ms. Fessenden did not have a direct or indirect material interest in any transaction that would be required to be disclosed under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) |
Exhibits. | |
|
Exhibit Number | Description | |
99-a | Press Release dated May 20, 2021. | |
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: May 20, 2021 | By: | /s/ Hannah S. Lim-Johnson |
Hannah S. Lim-Johnson | ||
Senior Vice President, Chief Legal Officer & | ||
Corporate Secretary |
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CONTACTS: Investor Inquiries |
Meritor Names Elizabeth A. Fessenden to its Board of Directors
TROY, Mich. (May 20, 2021) – Meritor, Inc. (NYSE: MTOR) today announced that it has appointed Elizabeth A. Fessenden as a Class II director, with a term expiring at the 2023 annual meeting of shareholders. Her appointment is effective on June 1, 2021 and will increase the size of the company's board of directors to 11 members.
Fessenden spent more than 25 years in P&L management roles throughout her career. From 2005-2007, she served as principal at American Capital, a publicly traded, private equity company. Before joining American Capital, Fessenden spent 28 years at Alcoa, Inc., a Fortune 100 global industrial manufacturing company, where she served as president of the company’s Flexible Packaging business, and prior to that, president of its Primary Metals Allied Businesses.
"We are excited to have Elizabeth join Meritor's board of directors. With her significant experience on corporate and not-for-profit boards, in addition to her background as a business leader, she is a valuable addition to the company and will support our efforts to deliver long-term value for shareholders,” said Chris Villavarayan, CEO and president of Meritor.
Fessenden currently serves as a board member for Alpha Metallurgical Resources, Ampco-Pittsburgh Corporation, Quarles Petroleum and Plan International USA. She earned a Master of Science in systems engineering, a Master of Business Administration, and a Bachelor of Science in electrical engineering from Clarkson University in Potsdam, New York.
About Meritor
Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking, aftermarket and electric powertrain solutions for commercial vehicle and industrial markets. With more than a 110-year legacy of providing innovative products that offer superior performance, efficiency and reliability, the company serves commercial truck, trailer, off-highway, defense, specialty and aftermarket customers around the world. Meritor is based in Troy, Michigan, United States, and is made up of more than 8,600 diverse employees who apply their knowledge and skills in manufacturing facilities, engineering centers, joint ventures, distribution centers and global offices in 19 countries. Meritor common stock is traded on the New York Stock Exchange under the ticker symbol MTOR. For important information, visit the company's website at www.meritor.com.
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MO;T 7
Cover |
May 19, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 19, 2021 |
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 |
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