SEC Form 8-K filed by Allison Transmission Holdings Inc.
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 8, 2024, Allison Transmission Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “annual meeting”). At the annual meeting, the Company’s stockholders approved the Allison Transmission Holdings, Inc. 2024 Equity Incentive Award Plan (the “2024 Plan”). The 2024 Plan is an amendment and restatement of the Allison Transmission Holdings, Inc. 2015 Equity Incentive Award Plan (the “2015 Plan”), which was scheduled to expire during 2025. The 2024 Plan, among other things:
| • | Authorizes the issuance of 3,850,000 shares of the Company’s common stock for future awards under the 2024 Plan, which represents a decrease from the approximately 5,617,016 shares that were available for future awards under the 2015 Plan as of March 11, 2024; |
| • | Extends the term of the 2015 Plan to March 19, 2034; and |
| • | Removes certain provisions which were otherwise required for awards to qualify as performance-based compensation under an exception to Section 162(m) of the Internal Revenue Code of 1986, as amended, prior to its repeal. |
The 2024 Plan was approved by the Compensation Committee of the Company’s Board of Directors on March 19, 2024, and the Company’s Board of Directors approved the 2024 Plan on March 19, 2024, subject to stockholder approval of the 2024 Plan at the annual meeting.
The foregoing description of the 2024 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 8, 2024, the Company held its annual meeting. At the annual meeting, stockholders took the following actions:
| • | elected ten directors for one-year terms ending at the 2025 annual meeting of stockholders (Proposal 1); |
| • | ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2024 (Proposal 2); |
| • | approved the 2024 Plan (Proposal 3); and |
| • | approved, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers (Proposal 4). |
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors.
| NOMINEES |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||
| Judy L. Altmaier |
74,750,968 | 1,374,985 | 29,190 | 4,007,075 | ||||||||||||
| D. Scott Barbour |
75,194,143 | 925,104 | 35,896 | 4,007,075 | ||||||||||||
| Philip J. Christman |
75,227,365 | 898,769 | 29,009 | 4,007,075 | ||||||||||||
| David C. Everitt |
71,622,411 | 4,503,009 | 29,723 | 4,007,075 | ||||||||||||
| David S. Graziosi |
73,141,016 | 2,835,355 | 178,772 | 4,007,075 | ||||||||||||
| Carolann I. Haznedar |
74,092,169 | 2,034,465 | 28,509 | 4,007,075 | ||||||||||||
| Richard P. Lavin |
58,446,329 | 17,679,785 | 29,029 | 4,007,075 | ||||||||||||
| Sasha Ostojic |
75,648,296 | 478,533 | 28,314 | 4,007,075 | ||||||||||||
| Gustave F. Perna |
73,638,038 | 2,487,608 | 29,497 | 4,007,075 | ||||||||||||
| Krishna Shivram |
75,556,760 | 570,845 | 27,538 | 4,007,075 | ||||||||||||
Proposal 2 – Ratification of Appointment of PwC.
| FOR |
AGAINST |
ABSTAIN | ||
| 78,406,667 | 1,724,330 | 31,221 |
Proposal 3 – Approval of the 2024 Plan.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 72,171,724 | 3,919,062 | 64,357 | 4,007,075 |
Proposal 4 – Advisory Vote on Executive Compensation.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 73,113,634 | 2,965,883 | 75,626 | 4,007,075 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
Description | |
| 10.1 | Allison Transmission Holdings, Inc. 2024 Equity Incentive Award Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Allison Transmission Holdings, Inc. | ||||||
| Date: May 10, 2024 | By: | /s/ Eric C. Scroggins | ||||
| Name: | Eric C. Scroggins | |||||
| Title: | Vice President, General Counsel and Secretary | |||||