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): August 25, 2011
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, 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Dana Holding Corporation (“Dana”) appointed Virginia A. Kamsky and Steven B. Schwarzwaelder to serve on Dana’s Board of Directors effective immediately. The Board of Directors has not determined at this time their expected committee assignments. On August 30, 2011, Dana issued a press release regarding these appointments. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report.
| Exhibit |
Description | |
| 99.1 | Press Release dated August 30, 2011 | |
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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 HOLDING CORPORATION | ||||
| Date: August 30, 2011 | By: | /s/ Marc S. Levin | ||
| Name: | Marc S. Levin | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
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Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release dated August 30, 2011 | |
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Exhibit 99.1
Dana Board Appoints Two New Directors
Virginia A. Kamsky and Steve Schwarzwaelder join Board
MAUMEE, Ohio – August 30, 2011 – The Board of Directors of Dana Holding Corporation (NYSE: DAN) has appointed two new directors, effective immediately. Virginia A. Kamsky, chairman and chief executive officer of Kamsky Associates, Inc., and Steve Schwarzwaelder, former Director of McKinsey & Company, were appointed to the Board and will stand for election by all shareholders at the 2012 Annual Shareholder Meeting.
“We are very pleased to add the strategic and international expertise that Virginia and Steve bring to our Board of Directors,” said Dana Chairman Keith Wandell.
Kamsky, 58, founded Kamsky Associates, a strategic advisory firm and one of the first American corporations licensed by the Chinese government to establish an office in Beijing, in 1980. Kamsky also served as an executive vice president of Foamex International, Inc, in various leadership roles at then-Chase Manhattan Bank, including as a credit and lending officer and as Second Vice President in charge of the Chase Corporate Division-China. Kamsky currently serves on the board of Spectrum Brand Holdings, Inc. and as a White House appointee on the Secretary of the Navy Advisory Panel. She also has been serving as Chairman of the Board of Trustees and Chief Executive Officer of the not-for-profit China Institute in America since 2003. She earned a Bachelor of Arts degree in East Asian Studies from Princeton University.
Schwarzwaelder, 55, joined McKinsey & Company in 1980, a global management consulting firm, and retired after 27 years of service. During his tenure at McKinsey, he was the Managing Director of the Cleveland, Pittsburgh, and Detroit Office, led its North American Operations Effectiveness Practice, provided oversight leadership to the Firm’s global functional practices, served on its Shareholders Council and Knowledge Committee, and was one of 6 members of the Managing Director’s Advisory Committee. At McKinsey, he primarily counseled industrial corporation CEOs in corporate and business unit strategy, mergers and acquisitions, operations, sales and marketing, and performance improvement programs. Schwarzwaelder graduated from Denison University in 1977 with a major in Economics and Phi Beta Kappa, and earned a Master of Business Administration from the University of Chicago.
About Dana Holding Corporation
Dana is a world leader in the supply of driveline products (axles, driveshafts, and transmissions), power technologies (sealing and thermal-management products), and genuine service parts for light- and heavy-duty vehicle manufacturers. The company’s customer base includes nearly every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets. Based in Maumee, Ohio, the company employs approximately 24,000 people in 26 countries and reported 2010 sales of $6.1 billion. For more information, please visit: www.dana.com.
| Investor Contact | Media Contact | |
| Lillian Etzkorn: 419.887.5160 | Chuck Hartlage: 419.887.5123 |