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 24, 2024 (the “Annual Meeting”), shareholders considered four proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 14, 2024 for the Annual Meeting of Shareholders. The holders of record of 133,407,677 shares, or 92.03% of Dana’s 144,950,301 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 nine directors for a one-year term expiring in 2025 or upon the election and qualification of their successors:
| FOR | WITHHOLD | BROKER NON-VOTE |
||||||||||
| Ernesto M. Hernàndez |
115,381,217 | 13,458,049 | 4,568,411 | |||||||||
| Gary Hu |
109,048,442 | 19,790,824 | 4,568,411 | |||||||||
| James K. Kamsickas |
120,509,830 | 8,329,436 | 4,568,411 | |||||||||
| Bridget E. Karlin |
124,601,815 | 4,237,451 | 4,568,411 | |||||||||
| Michael J. Mack, Jr. |
124,970,249 | 3,869,017 | 4,568,411 | |||||||||
| R. Bruce McDonald |
96,185,259 | 32,654,007 | 4,568,411 | |||||||||
| Steven D. Miller |
118,922,453 | 9,916,813 | 4,568,411 | |||||||||
| Diarmuid B. O’Connell |
125,856,513 | 2,982,753 | 4,568,411 | |||||||||
| Keith E. Wandell |
114,792,190 | 14,047,076 | 4,568,411 | |||||||||
PROPOSAL II - Approval of a non-binding advisory vote on executive compensation:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 115,907,863 | 12,728,103 | 203,300 | 4,568,411 |
PROPOSAL III - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024:
| FOR |
AGAINST |
ABSTAIN | ||
| 129,878,531 | 3,416,765 | 112,381 |
PROPOSAL IV – Approval of an amendment to the Dana Incorporated 2021 Omnibus Incentive Plan:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 121,474,635 | 7,222,221 | 142,410 | 4,568,411 |
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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 26, 2024 | By: | /s/ Douglas H. Liedberg | ||||
| Name: | Douglas H. Liedberg | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
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