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

Dana Holding Corporation

(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, OH 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Dana Holding Corporation (“Dana”) agreed to terms with John M. Devine to remain as its Executive Chairman. Under the one-year agreement that becomes effective January 1, 2010, Mr. Devine will receive an annual base salary of $1 million and be eligible for a 2010 Annual Incentive Plan target payment of $1.5 million (“AIP Payment”). Dana will reimburse Mr. Devine for travel from his home residence. This benefit is limited to commercial aircraft. Either party may terminate this agreement upon 90 days notice. Mr. Devine will be eligible for executive severance which includes his base salary through December 31, 2010 and an AIP Payment based on 2010 actual year-end results.

Gary L. Convis informed Dana of his intention to retire as Vice Chairman of Dana as well as resign from the Board of Directors of Dana effective December 31, 2009. In connection with his retirement, Mr. Convis has agreed to serve as a special consultant to our President and Chief Executive Officer at a rate of $850,000 per annum paid quarterly effective January 1, 2010. Mr. Convis will be eligible for an incentive payment of up to $950,000 per annum paid quarterly upon meeting certain business objectives set by our President and Chief Executive Officer. Dana will reimburse Mr. Convis for reasonable expenses related to his services to Dana. Mr. Convis is subject to certain confidentiality and non-compete restrictions. The agreement may be terminated by either party upon 60 days prior written notice.

On December 16, 2009, Dana issued a press release regarding the disclosures above. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits.

Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated December 16, 2009

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.

Exhibit Index

Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated December 16, 2009

Exhibit 99.1

Dana Extends Executive Chairman John Devine’s Contract through 2010;
Announces Vice Chairman Gary Convis Will Retire Effective Dec. 31, 2009

MAUMEE, Ohio — December 16, 2009 — Dana Holding Corporation (NYSE: DAN) announced today that the company’s Board of Directors has extended John Devine’s contract as Executive Chairman through 2010. Devine was appointed Executive Chairman of Dana in February 2008 and has led the company’s focus on rebuilding the management team, improving operational performance, increasing liquidity and profits, and pursuing profitable growth.

“I am proud of the improvements that the Dana team has accomplished over the past two years,” Devine said, “I look forward to working with Jim Sweetnam and the people of Dana to build on this positive momentum moving forward.”

In addition, Dana announced that Gary Convis has informed the company of his intention to retire from his position as Vice Chairman of Dana effective Dec. 31, 2009, when he will also resign his seat on the company’s Board of Directors. Convis, who joined Dana as CEO in April 2008, and has subsequently served as vice chairman since January 2009, will be retained as a special advisor to President and CEO Jim Sweetnam. In this role, he will continue to be actively involved with Dana both internally and with customers.

“Gary’s contributions to Dana over the past two years have been invaluable,” said Sweetnam. “As both a leader and mentor, Gary has contributed to instilling a new mindset and more disciplined manufacturing approach within our company.

“Gary has also played an instrumental role in assembling a highly capable team and instituting the Dana Operating System,” Sweetnam added. “In his role as Special Advisor, we look forward to continuing to benefit from Gary’s renowned operational and customer-oriented expertise.”

About Dana Holding Corporation

Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal-management products; as well as genuine service parts. The company’s customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets. Based in Maumee, Ohio, the company employs approximately 23,000 people in 26 countries and reported 2008 sales of $8.1 billion. For more information, please visit: www.dana.com.

Media Contact:
Chuck Hartlage       419.887.5123

Investor Contact:
Lillian Etzkorn        419.887.5160

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