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 February 19, 2025, Richard P. Lavin, a member of the Board of Directors (the “Board”) of Allison Transmission Holdings, Inc. (the “Company”), advised the Company that he would not stand for re-election to the Board at the Company’s upcoming 2025 Annual Meeting of Stockholders due to health considerations. Mr. Lavin’s decision not to stand for re-election is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 8.01 | Other Events. |
On February 20, 2025, the Company announced that its Board had approved a new authorization under the Company’s previously announced stock repurchase program for the repurchase of up to an additional $1.0 billion of the Company’s outstanding common stock, bringing the total amount authorized under the program to $5.0 billion, of which approximately $519 million remained available for future repurchases as of December 31, 2024. A copy of the press release announcing the increase to the stock repurchase authorization is attached as Exhibit 99.1 hereto.
Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This stock repurchase program does not obligate the Company to acquire any particular amount of its common stock and the program may be modified, suspended or discontinued at any time at the Company’s discretion.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
Description | |
| 99.1 | Press Release dated February 20, 2025 | |
| 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: February 20, 2025 | By: | /s/ Eric C. Scroggins | ||||
| Name: | Eric C. Scroggins | |||||
| Title: | Vice President, General Counsel and Assistant Secretary | |||||