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): September 5, 2016
Dana Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 1-1063 | 26-1531856 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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)) |
Items 8.01 Other Events
Dana Incorporated (“Dana”) today issued a news release regarding the death of Joseph C. Muscari, who was Chairman of Dana’s Board of Directors, Chairman of its Audit Committee and a member of its Compensation Committee. Dana’s Board of Directors elected Keith E. Wandell as interim Chairman and R. Bruce McDonald interim Chairman of its Audit Committee. A copy of a press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this report.
| Exhibit No. |
Description | |
| 99.1 | Dana Incorporated Press Release dated September 6, 2016 |
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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 INCORPORATED | ||||||
| Date: September 6, 2016 | By: | /s/ Marc S. Levin | ||||
| Name: | Marc S. Levin | |||||
| Title: | Senior Vice President, General Counsel | |||||
| and Secretary | ||||||
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Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Dana Incorporated Press Release dated September 6, 2016 |
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Exhibit 99.1
Dana Incorporated Issues Statement on the Death of Joseph C. Muscari
MAUMEE, Ohio, Sept. 6, 2016 – Dana Incorporated (NYSE:DAN) has released the following statement on the death of its non-executive chairman, Joseph C. Muscari:
Dana President and CEO James K. Kamsickas said: “The Dana family is saddened to learn of the sudden loss of Joe Muscari, and we join together in offering our deepest condolences to his wife, Donna, and their extended family. A terrific leader and a true gentleman, Joe brought great wisdom, foresight, and business acumen to our board room while always balancing the best interests of our associates, customers, and shareholders. He will be missed.”
Mr. Muscari was first elected to the Dana board of directors in 2010 and has served as chairman since 2012. In addition, he was chairman of its audit committee and a member of its compensation committee. He was also chairman and CEO of Minerals Technologies Inc. (NYSE: MTX) and was a member of its board of directors for more than 12 years. He also spent more than 37 years with Alcoa Inc. (NYSE: AA), most recently as the company’s chief financial officer. He also served on the board of directors of EnerSys (NYSE: ENS).
About Dana Incorporated
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. Forbes Magazine has again selected Dana as one of America’s 100 Most Trustworthy Companies for 2016. For more information, please visit dana.com.
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| Media Contact | Investor Contact | |
| Jeff Cole | Craig Barber | |
| +1-419-887-3535 | +1-419-887-5166 | |
| jeff.cole@dana.com | craig.barber@dana.com |