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 November 10, 2021, Jeffrey A. Craig, Executive Chairman of the Board of Directors (the “Board”) of Meritor, Inc. (the “Company”), provided notice of his intention to retire effective December 31, 2021. The Board has elected William R. Newlin to serve as non-executive Chairman of the Board effective as of Mr. Craig’s retirement. Additionally, pursuant to Section 7.01 of the Restated Articles of Incorporation of the Company and Section 3.1 of the Amended and Restated By-laws of the Company, the Board reduced the number of directors of the Company to ten (10), effective as of Mr. Craig’s retirement. A copy of the Company’s Press Release with respect to Mr. Craig’s retirement is attached hereto as Exhibit 99-a and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 11, 2021, the Board, upon the recommendation of its Corporate Governance and Nominating Committee, adopted Amended and Restated By-laws effective December 31, 2021, a redline of which is filed as Exhibit 3-b to this Form 8-K and incorporated herein by reference. The amended provisions of the Amended and Restated By-laws relate to the elimination of the Executive Chairman of the Board officer position and providing for an independent non-executive Chairman of the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3-b | Redline Amended and Restated By-Laws of Meritor, Inc. effective December 31, 2021 | |
| 99-a | Press Release dated November 12, 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: November 12, 2021 | By: | /s/ Scott M. Confer | |
| Scott M. Confer | |||
| Interim Chief Legal Officer & Corporate | |||
| Secretary | |||
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