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8-K

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): March 9, 2016

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 March 9, 2016, the Board of Directors of Dana Holding Corporation (Dana) appointed Jonathan M. Collins, 36, Senior Vice President and Chief Financial Officer effective March 28, 2016. Our current interim Chief Financial Officer, Rodney R. Filcek, will support Mr. Collins as part of an orderly transition and resume his role as Senior Vice President and Chief Accounting Officer.

Mr. Collins served most recently as Senior Vice President and Chief Financial Officer of ProQuest, a global information-content and technology company, from April 2013 until March 2016. Prior to that, he was its Vice President, Finance from October 2010 to April 2013.

Upon commencing employment with Dana, Mr. Collins will be entitled to the following:

•

$500,000 annual base salary;

•

Upon the achievement of target-level performance, an annual bonus of 75% of his annual base salary (prorated for 2016);

•

Eligible for annual grants beginning with the 2017 long term incentive program under Dana’s 2012 Omnibus Incentive Plan to be valued at 230% of his annual base salary to be granted on the same date as other senior executives are eligible;

•

Three annual grants of Restricted Stock Units totaling $900,000. $250,000 granted as of the effective date of his hire and vesting on the first anniversary of his date of hire; $300,000 granted on the first anniversary date of his date of hire and vesting on the second anniversary of his date of hire; and $350,000 granted on the second anniversary date of his date of hire and vesting on the third anniversary of his date of hire;

•

All of Dana’s benefit plans or arrangements in effect from time to time with respect generally to senior executives, including a perquisite allowance, Executive Severance Policy, Change in Control Severance and Supplemental Executive Retirement Plan (SERP); and

•

Relocation assistance under Dana’s Domestic Relocation Policy.

Mr. Collins will be subject to our standard confidentiality, intellectual property and non-compete agreement.

A copy of Dana’s press release related to Mr. Collins’ appointment is being furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed or furnished with this report.


Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated March 9, 2016

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: March 9, 2016	By:	/s/ Marc S. Levin
		Name:	Marc S. Levin
		Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index


Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated March 9, 2016

EX-99.1

Exhibit 99.1

LOGO

Dana Names Jonathan Collins as Chief Financial Officer

MAUMEE, Ohio, March 9, 2016 – Dana Holding Corporation (NYSE: DAN) announced today that Jonathan Collins has been named senior vice president and chief financial officer, effective March 28. Mr. Collins joins the company after serving in the same role at ProQuest, a global leader in information resources, following previous experience in the automotive-supply industry.

Over the course of his career, Mr. Collins has gained extensive experience in various facets of corporate finance and has built a solid record for improving profitability and executing growth objectives in multi-national corporations.

“We are pleased to have someone of Jonathan’s caliber joining the Dana team. He possesses a strong financial background, coupled with a proven reputation for driving profitable growth,” said James Kamsickas, Dana president and chief executive officer. “Jonathan will work across the enterprise to identify growth opportunities while also maintaining a focus on performance improvement.”

Named senior vice president and chief financial officer of ProQuest in 2013, Mr. Collins worked with leadership across the company to improve the profitability of the business through strong cost discipline, organic growth, and accretive acquisitions. Prior to that role, he served as vice president of global financial operations for ProQuest, where he led the global financial planning and analysis function efforts while integrating the financial operations of multiple acquisitions.

Mr. Collins also served in executive operational and commercial finance positions at International Automotive Components Group (IAC) from 2007 to 2010. Prior to his time at IAC, he worked at Lear Corporation in various positions of increasing responsibility in finance and also served as a financial analyst with Accenture.

Mr. Collins earned an MBA, with distinction, from the University of Michigan’s Stephen M. Ross School of Business. He also holds a bachelor’s degree in finance and marketing from Cedarville University in Ohio.

Rodney Filcek, who is currently serving as interim chief financial officer, will assist Mr. Collins during the transition and continue in his previous role at Dana as senior vice president and chief accounting officer.

(more)

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About Dana Holding Corporation

Dana is a world leader in the supply of highly engineered drivetrain, 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 more than 23,000 people in 25 countries on six continents. In 2015, Dana generated sales of nearly $6.1 billion. For more information, please visit dana.com.