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): November 5, 2015
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.
On November 9, 2015, Dana Holding Corporation (“Dana”) announced William G. Quigley, III, Executive Vice President and Chief Financial Officer, has elected to retire from Dana. Mr. Quigley will continue in his current capacity through November 30, 2015 and will remain employed with Dana in an advisory role until March 31, 2016.
The Board of Directors appointed Rodney R. Filcek, Dana’s current Senior Vice President and Chief Accounting Officer, to serve as Dana’s interim Chief Financial Officer effective December 1, 2015, in addition to his current role. Mr. Filcek, age 62, has served as Senior Vice President and Chief Accounting Officer since May 2011. Previously, he served as Dana’s Vice President - Finance from January 2005 to May 2011.
A copy of Dana’s press release related to Mr. Quigley’s retirement is being furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this report.
| Exhibit |
Description | |
| 99.1 | Dana Holding Corporation Press Release dated November 9, 2015 | |
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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: November 9, 2015 | 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 | Dana Holding Corporation Press Release dated November 9, 2015 | |
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Exhibit 99.1
| Quigley Retirement |
IMMEDIATE
Dana Holding Corporation Announces Changes in Finance Leadership
MAUMEE, Ohio, Nov. 9, 2015 – Dana Holding Corporation (NYSE: DAN) announced today that William G. Quigley III, executive vice president and chief financial officer, will retire from Dana. Mr. Quigley will continue in his current position through Nov. 30, 2015, and will remain employed with Dana in an advisory role through March 31, 2016.
The Dana Board of Directors has appointed Rodney R. Filcek, Dana’s current senior vice president and chief accounting officer, to serve as interim chief financial officer, in addition to his current role. His appointment is effective Dec. 1, 2015. Mr. Filcek has served in his current role since May 2011. From January 2005 to May 2011, he served as Dana’s vice president of finance.
“On behalf of the board and our leadership team, I thank Bill for his service to Dana and wish him all the best. Bill leaves Dana in a position of solid financial health and with a strong balance sheet,” said James Kamsickas, president and chief executive officer of Dana. “Rod Filcek is an extremely qualified and proven leader with more than 28 years in multiple roles at Dana. He will serve as interim CFO while the company conducts a search for a permanent replacement.”
Mr. Filcek, a certified public accountant, joined Dana in 1987 as corporate accounting manager for its former commercial credit unit and has served in various financial management positions throughout nearly three decades with the company.
Mr. Quigley, has served as executive vice president and chief financial officer of Dana since March 2012. Previously, he served as chief financial officer for Visteon Corp., and prior to that role he was vice president and corporate controller of Federal-Mogul Corp.
(more)
About Dana Holding Corporation
Dana is a global leader in the supply of highly engineered driveline, sealing, and thermal-management technologies that improve the efficiency and performance of vehicles with both conventional and alternative-energy powertrains. Serving three primary markets – passenger vehicle, commercial truck, and off-highway equipment – Dana provides the world’s original-equipment manufacturers and the aftermarket with local product and service support through a network of nearly 100 engineering, manufacturing, and distribution facilities. Founded in 1904 and based in Maumee, Ohio, the company employs approximately 23,000 people in 25 countries on six continents. In 2014, Dana generated sales of $6.6 billion. For more information, please visit dana.com.
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| Investor Contact | Media Contact | |
| Craig Barber | Jeff Cole | |
| +1.419.887.5166 | +1.419.887.3535 | |
| craig.barber@dana.com | jeff.cole@dana.com |
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