UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 26, 2023 (the “Annual Meeting”), shareholders considered five proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 16, 2023 for the Annual Meeting of Shareholders. The holders of record of 127,386,016 shares, or 88.26% of Dana’s 144,329,402 outstanding shares of common stock, were represented in person or by proxy, constituting a quorum and more than a majority of the shares entitled to vote.
The vote results detailed below represent final results as certified by the Inspector of Election:
PROPOSAL I - Election of ten directors for a one-year term expiring in 2024 or upon the election and qualification of their successors:
| FOR |
WITHHOLD |
BROKER NON-VOTE | ||||
| Ernesto M. Hernàndez |
121,722,717 | 1,340,165 | 4,323,134 | |||
| Gary Hu |
116,399,072 | 6,663,810 | 4,323,134 | |||
| Brett M. Icahn |
110,511,780 | 12,551,102 | 4,323,134 | |||
| James K. Kamsickas |
116,006,847 | 7,056,035 | 4,323,134 | |||
| Virginia A. Kamsky |
101,571,507 | 21,491,375 | 4,323,134 | |||
| Bridget E. Karlin |
117,834,028 | 5,228,854 | 4,323,134 | |||
| Michael J. Mack, Jr. |
121,644,859 | 1,418,023 | 4,323,134 | |||
| R. Bruce McDonald |
120,845,668 | 2,217,214 | 4,323,134 | |||
| Diarmuid B. O’Connell |
121,718,537 | 1,344,345 | 4,323,134 | |||
| Keith E. Wandell |
113,420,413 | 9,642,469 | 4,323,134 |
PROPOSAL II - Approval of a non-binding advisory vote on executive compensation:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 111,698,948 | 11,252,479 | 111,455 | 4,323,134 |
PROPOSAL III – Approval of a non-binding advisory vote on the frequency of the advisory vote to approve executive compensation:
| 1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN | |||
| 113,300,724 | 65,018 | 9,608,046 | 89,094 |
PROPOSAL IV - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023:
| FOR |
AGAINST |
ABSTAIN | ||
| 123,275,765 | 4,037,029 | 73,222 |
PROPOSAL V – Shareholder proposal to require an independent Board Chairman:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 43,067,761 | 79,897,614 | 97,507 | 4,323,134 |
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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: April 28, 2023 | By: | /s/ Douglas H. Liedberg | ||||
| Name: Douglas H. Liedberg | ||||||
| Title: Senior Vice President, General Counsel and Secretary | ||||||
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