UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 12, 2019, the Board of Directors (the “Board”) of Dana Incorporated (“Dana”) elected Dana’s president and chief executive officer, James K. Kamsickas, to the additional post of chairman of the Board, effective December 12, 2019. Mr. Kamsickas succeeds Keith E. Wandell, who has served on the Board since July 2008 and as non-executive chairman since September 2016. Additionally, Mr. Wandell has been elected by the Board as lead independent director, effective December 12, 2019.
The Board also voted to expand its membership to nine directors and elected Bridget E. Karlin as a new director, effective December 12, 2019. Ms. Karlin has been named to the Audit Committee and Nominating and Corporate Governance Committee of the Board.
Ms. Karlin will be compensated for service on the Board in the same manner as Dana’s other non-employee directors as described under the heading “Compensation of Directors” in the Company’s 2019 Proxy Statement filed with the Securities and Exchange Commission on March 14, 2019. There is no arrangement or understanding between Ms. Karlin and any other persons pursuant to which Ms. Karlin was selected as director, and there are no transactions involving Ms.Karlin requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the news release announcing the elections is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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: December 16, 2019 |
By: |
/s/ Douglas H. Liedberg | ||||
| Name: |
Douglas H. Liedberg | |||||
| Title: |
Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
Kamsickas Chairman
IMMEDIATE
Dana Incorporated President and CEO James K. Kamsickas
Assumes Additional Role of Board Chairman
Keith E. Wandell to Continue on Board as Lead Independent Director
Board Expanded to Include IBM Technology Executive
MAUMEE, Ohio, Dec. 16, 2019 – Dana Incorporated (NYSE: DAN) today announced that its board of directors has elected the company’s president and chief executive officer, James K. Kamsickas, to the additional post of chairman of the board.
Additionally, Keith E. Wandell, who has served on Dana’s board since July 2008 and as non-executive chairman since September 2016, will continue on the board as lead independent director. Mr. Wandell had previously served as chairman, president, and chief executive officer of Harley-Davidson, Inc.
The board also voted to expand its membership to nine directors and enhance its technology acumen by adding Bridget E. Karlin, chief technology officer and vice president of IBM global technology services.
Speaking on behalf of the board of directors, Mr. Wandell said: “In the four-plus years that Jim Kamsickas has led Dana, the company has moved strategically, technologically, and geographically to position itself to thrive as the mobility industry enters a new era of innovation. Jim’s appointment as chairman affirms the confidence of the board in his leadership and recognizes all he and the Dana team have accomplished to profitably grow the business and transform the company into a global technology leader. Jim has the ability to drive the company’s enterprise strategy forward by focusing on our customers’ evolving needs as they meet the challenges of an industry in transition,” he added.
Mr. Kamsickas said: “I want to thank the members of the board of directors for their unyielding commitment to our shareholders and the Dana team for its strong execution of our enterprise strategy – which has resulted in exceptional customer satisfaction, profitable growth, and a leading position in vehicle electrification. Dana will continue to support the shift toward clean energy with innovative technology and comprehensive solutions that improve vehicle efficiency and eliminate emissions. I look forward to continuing to work with our board, customers, suppliers, and the 36,000 women and men of Dana around the world as we embark on this fourth industrial revolution.”
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Ms. Karlin, whose appointment to the board is effective immediately, has served as chief technology officer and vice president of IBM global technology services since 2017. Prior to that, she served in senior leadership positions at Intel Corp. and a number of other technology companies. She will serve on the Audit and the Nominating and Corporate Governance committees of the board.
“The addition of Bridget Karlin to our board augments the already strong technology expertise of our board of directors. I look forward to working with her as we remain focused on supporting our customers with industry-leading driveline and e-Propulsion expertise for all vehicle architectures and power sources,” Mr. Kamsickas added.
About Dana Incorporated
Dana is a world leader in providing power-conveyance and energy-management solutions that are engineered to improve the efficiency, performance, and sustainability of light vehicles, commercial vehicles, and off-highway equipment. Enabling the propulsion of conventional, hybrid, and electric-powered vehicles, Dana equips its customers with critical drive and motion systems; electrodynamic and power technologies; and thermal, sealing, and digital solutions.
Founded in 1904, Dana employs more than 36,000 people who are committed to delivering long-term value to their customers, which include nearly every vehicle manufacturer in the world. Based in Maumee, Ohio, USA, and with locations in 33 countries across six continents, the company reported sales of $8.1 billion in 2018. Having established a high-performance culture that focuses on its people, the company has earned recognition around the world as a top employer. Learn more at dana.com.
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| Investor Contact | Media Contact | |||
| Craig Barber | Jeff Cole | |||
| 419.887.5166 | 419.887.3535 | |||
| craig.barber@dana.com | jeff.cole@dana.com |