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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(IRS Employer Identification Number) |
| (Address of principal executive offices) (Zip Code) |
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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:
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 20, 2022 (the “Annual Meeting”), shareholders considered three proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 10, 2022 for the Annual Meeting of Shareholders. The holders of record of 132,156,184 shares, or 91.25% of Dana’s 144,816,727 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 ten directors for a one-year term expiring in 2023 or upon the election and qualification of their successors:
| FOR |
WITHHOLD |
BROKER NON-VOTE | ||||
| Ernesto M. Hernàndez |
125,553,973 | 1,201,617 | 5,400,594 | |||
| Gary Hu |
126,096,006 | 659,584 | 5,400,594 | |||
| Brett M. Icahn |
116,031,362 | 10,724,228 | 5,400,594 | |||
| James K. Kamsickas |
119,482,908 | 7,272,682 | 5,400,594 | |||
| Virginia A. Kamsky |
119,316,023 | 7,439,567 | 5,400,594 | |||
| Bridget E. Karlin |
122,269,461 | 4,486,129 | 5,400,594 | |||
| Michael J. Mack, Jr. |
125,123,697 | 1,631,893 | 5,400,594 | |||
| R. Bruce McDonald |
124,992,320 | 1,763,270 | 5,400,594 | |||
| Diarmuid B. O’Connell |
125,003,295 | 1,752,295 | 5,400,594 | |||
| Keith E. Wandell |
120,184,706 | 6,570,884 | 5,400,594 |
PROPOSAL II - Approval of a non-binding advisory vote on executive compensation:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 119,797,670 |
6,800,558 | 157,362 | 5,400,594 |
PROPOSAL III - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022:
| FOR |
AGAINST |
ABSTAIN | ||
| 128,002,650 |
4,079,347 | 74,187 |
2
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 26, 2022 | By: | /s/ Douglas H. Liedberg | ||||
| Name: | Douglas H. Liedberg | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
3
Document and Entity Information |
Apr. 20, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | DANA INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000026780 |
| Document Type | 8-K |
| Document Period End Date | Apr. 20, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-1063 |
| Entity Tax Identification Number | 26-1531856 |
| Entity Address, Address Line One | 3939 Technology Drive |
| Entity Address, City or Town | Maumee |
| Entity Address, State or Province | OH |
| Entity Address, Postal Zip Code | 43537 |
| City Area Code | (419) |
| Local Phone Number | 887-3000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $.01 par value |
| Trading Symbol | DAN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |