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    SEC Form 8-K filed by Dana Incorporated

    4/30/25 4:30:31 PM ET
    $DAN
    Auto Parts:O.E.M.
    Consumer Discretionary
    Get the next $DAN alert in real time by email
    8-K
    DANA Inc false 0000026780 0000026780 2025-04-30 2025-04-30
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D. C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): April 30, 2025

     

     

    Dana Incorporated

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   1-1063   26-1531856

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

      (IRS Employer
    Identification Number)

    3939 Technology Drive, Maumee, Ohio 43537

    (Address of principal executive offices) (Zip Code)

    (419) 887-3000

    (Registrant’s telephone number, including area code)

     

     

    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))

    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. ☐

     

    Title of Each Class

     

    Trading
    Symbol

     

    Name of Each Exchange

    on which Registered

    Common Stock, $.01 par value   DAN   New York Stock Exchange

     

     
     


    Item 5.07

    Submission of Matters to a Vote of Security Holders

    At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 24, 2025 (the “Annual Meeting”), shareholders considered five proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 14, 2025 for the Annual Meeting of Shareholders. The holders of record of 134,428,725 shares, or 92.24% of Dana’s 145,724,477 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 nine directors for a one-year term expiring in 2026 or upon the election and qualification of their successors:

     

         FOR      WITHHOLD  

    Christian A. Garcia

         122,765,487        1,804,007  

    Ernesto M. Hernàndez

         118,861,945        5,707,549  

    Brett M. Icahn

         120,661,628        3,907,866  

    Bridget E. Karlin

         122,142,638        2,426,856  

    Nora E. LaFreniere

         123,139,327        1,430,167  

    Michael J. Mack, Jr.

         122,748,353        1,821,141  

    R. Bruce McDonald

         118,061,228        6,508,266  

    Diarmuid B. O’Connell

         122,778,328        1,791,166  

    Keith E. Wandell

         114,016,484        10,553,010  

    PROPOSAL II - Approval of a non-binding advisory vote on executive compensation:

     

    FOR

     

    AGAINST

     

    ABSTAIN

    97,723,996   26,801,802   43,696

    PROPOSAL III – Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025:

     

    FOR

     

    AGAINST

     

    ABSTAIN

    131,469,891   2,873,644   85,190

    PROPOSAL IV – Approval of an amendment to the Dana Incorporated 2021 Omnibus Incentive Plan:

     

    FOR

     

    AGAINST

     

    ABSTAIN

    116,722,034   7,804,598   42,862

    PROPOSAL V – Shareholder proposal to require an independent Board Chairman:

     

    FOR

     

    AGAINST

     

    ABSTAIN

    31,895,141   92,643,056   31,297

     

    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 30, 2025     By:  

    /s/ Douglas H. Liedberg

        Name:   Douglas H. Liedberg
        Title:   Senior Vice President, General Counsel and Secretary

     

    3

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