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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): January 23, 2025
Dana Incorporated
(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)) |
Securities registered pursuant to Section
12(b) of the Act:
|
Title of Each
Class |
|
Trading
Symbol |
|
Name of Each Exchange
on which Registered |
| Common Stock, $.01 par value |
|
DAN |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 23, 2025, Dana Incorporated (the
“Company”) entered into an amendment (the “Amendment”) to that certain Director Appointment and
Nomination Agreement, dated as of January 7, 2022 (the “Agreement”) with Carl C. Icahn and the persons and entities
listed therein (collectively, the “Icahn Group”).
Pursuant to the terms of the Amendment,
the Company has agreed to certain amendments to the Agreement, including the appointment of Mr. Brett Icahn and Mr. Christian Garcia
(together, the “Icahn Designees”) to the board of directors of the
Company (the “Board”) to fill the vacancies created by the resignations
of Mr. Gary Hu and Mr. Steven Miller. The Amendment also revises the term of the standstill under the Agreement to (i) until 30 days
prior to the director nomination deadline for the 2027 Annual Meeting if certain business objectives are met and the Company
nominates both Icahn Designees (or any replacement designees) for re-election at the 2026 Annual Meeting or (ii) until 30 days prior
to the director nomination deadline for the 2026 Annual Meeting if certain business objective are not met. The Icahn Designees will
also be entitled to serve on existing and new committees of the Board, subject to certain conditions.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
The information set forth in Item 1.01 is incorporated
herein by reference.
On January 23, 2025, in connection with
the Amendment, (i) Mr. Gary Hu, a member of the Board, the Audit Committee of the Board (the
“Audit Committee”) and the Nominating and Corporate Governance Committee
of the Board (the “NCG Committee”), and Mr. Steven Miller, a member of
the Board, the Compensation Committee of the Board (the “Compensation
Committee”) and the Technology and Sustainability Committee of the Board (the “Technology
Committee”), each of whom were previously designees under the Agreement, resigned from the Board, effective immediately
and (ii) the Board appointed each of the Icahn Designees to the Board, effective immediately. Mr. Hu and Mr. Miller’s
resignations were not due to any disagreement with the Company.
Each of
the Icahn Designees will receive the same compensation for his services as the Company’s other non-employee directors. Other than
respect to the matters referred to in Item 1.01 of this Current Report on Form 8-K, there are no arrangements or understandings between
the Icahn Designees and any other persons pursuant to which the Icahn Designees were selected as a director, and there are no transactions
in which the Icahn Designees have an interest requiring disclosure under Item 404(a) of Regulation S-K.
Upon their
appointment to the Board, Mr. Icahn joined the Audit Committee and the NCG Committee and Mr. Garcia joined the Compensation Committee
and the Technology Committee.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| |
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DANA
INCORPORATED |
|
| |
|
|
|
| Date: January 23, 2025 |
By: |
/s/ Douglas H. Liedberg |
|
| |
Name: |
Douglas H. Liedberg |
|
| |
Title: |
Senior Vice President, General Counsel and Secretary |
|
EXHIBIT 10.1
Execution Version
Amendment to Director Appointment and
Nomination Agreement
This Amendment, dated as
of January 23, 2025, (this “Amendment”) is entered into by and among the persons
and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member”
of the Icahn Group), and Dana Incorporated, a Delaware corporation (the “Company”), and amends the Director Appointment
and Nomination Agreement, dated as of January 7, 2022, by and among the Icahn Group and the Company (the “Nomination Agreement”).
All capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Nomination Agreement.
WHEREAS, the Icahn Group
and the Company previously entered into the Nomination Agreement in advance of the 2022 annual meeting of the stockholders of the Company
(the “2022 Annual Meeting”); and
WHEREAS, each of the Icahn
Group and the Company wish to amend the Nomination Agreement as set forth herein.
In consideration of and reliance
upon the mutual covenants and agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. Amendments
to the Nomination Agreement. The Nomination Agreement is hereby amended as follows by:
(a)
Amending and restating Section 1(a)(i) in its entirety as follows:
“On or prior
to the date of this Amendment, each of Gary Hu and Steven Miller has resigned as a member of the Board of Directors of the Company (the
“Board”) and all committees thereof. On or prior to the date of this Amendment, the Board shall take or shall have
taken, effective on the date of this Amendment, all necessary action to appoint each of Brett Icahn and Christian Garcia (collectively,
the “Icahn Designees” and each, an “Icahn Designee”), each with a term expiring at the 2025 annual
meeting of stockholders of the Company (the “2025 Annual Meeting”), to fill the vacancies created by the resignations
of Messrs. Hu and Miller. The Company agrees that the Company’s slate of nominees for election to the Board at the 2025 Annual Meeting
will consist of no more than nine (9) individuals and will include, subject to their willingness and consent to serve, the Icahn Designees
(including any Replacement Designees, as applicable). The Company shall use reasonable best efforts to cause the election of each of the
Icahn Designees at the 2025 Annual Meeting (including by (x) recommending that the Company’s stockholders vote in favor of the election
of each of the Icahn Designees, (y) including each of the Icahn Designees in the Company’s proxy statement and proxy card for the
2025 Annual Meeting, and (z) otherwise supporting each of the Icahn Designees for election in a manner no less rigorous and favorable
than the manner in which the Company supports its other nominees in the aggregate).”
(b)
Amending and restating Section 1(a)(ix) in its entirety as follows:
“that from
and after the date of this Amendment, so long as an Icahn Designee is a member of the Board, without the approval of the Icahn Designees
then on the Board (such approval not to be unreasonably withheld, delayed or conditioned), (w) the Board shall not form an Executive Committee
or any other committee with functions similar to those customarily granted to an Executive Committee; (x) the Board shall not form any
other new committee (other than committees formed with respect to matters for which there are actual conflicts of interest between the
Icahn Designees and the Company) without offering to each of the Icahn Designees the opportunity to be a member of such committee; (y)
the Board shall offer each of the Icahn Designees the opportunity to be a member of any existing committees with functions relating to
the sourcing and identification of Chief Executive Officer candidates, strategic transactions, including mergers and acquisitions, capital
allocation, finance and/or strategy; and (z) the Board shall not increase the size of any committee other than to appoint each of the
Icahn Designees to such committee. Notwithstanding anything to the contrary in this Amendment, any Board consideration of appointment
and employment of named executive officers, mergers and acquisitions of material assets, or dispositions of material assets, or similar
extraordinary transactions, such consideration, and voting with respect thereto shall take place only at the full Board level or in committees
of which both of the Icahn Designees are members (for the avoidance of doubt, nothing in this Amendment changes, amends, or modifies the
authority, duties and obligations of the Compensation Committee of the Board).”
(c)
Amending and restating Section 1(a)(xii) in its entirety as follows:
“The Company acknowledges that for so long as the Icahn Designees are members of the Board, (x) each committee of the Board, including all existing committees as of the date of this Amendment and all committees that may be formed from time to time by the Board, shall include at least one Icahn Designee and (y) the Icahn Designees shall have the same rights as any other director with respect to being permitted to attend (as an observer and without voting rights) any committee meeting regardless of whether such director is a member of such committee, except in cases where privileged matters will be discussed or reviewed (unless the Icahn Designees commit, in writing, on terms reasonably satisfactory to the Company, not to share information relating to such matters with the Icahn Group, including its Affiliates, Associates and representatives), where the matters under consideration involve an actual conflict of interest between the Company and the Icahn Group or its Affiliates or Associates, or where, upon advice of outside counsel to the Company, the Icahn Designees attendance would jeopardize any legal privilege.”
(d)
Amending the introductory paragraph to Section 3(a) as follows:
“From and after the date hereof, until the later of: (x) the earlier of (i) the date that is thirty (30) days prior to the deadline for nomination of director candidates, which shall be no later than January 22, 2027, pursuant to the Company’s Bylaws for the 2027 annual meeting of the Company’s stockholders, and (ii) the date that is thirty (30) days prior to the deadline for nomination of director candidates, which shall be no later than January 23, 2026, pursuant to the Company’s Bylaws for the 2026 annual meeting of the Company’s stockholders if the Objectives (as defined below) have not been met by such date; and (y) such date as no Icahn Designee is on the Board and the Icahn Group has no right to designate a Replacement Designee (including if the Icahn Group has irrevocably waived such right in writing) (the “Standstill Period”),”
(e)
Amending Section 3 by adding the following as a new subsection (c) at the end thereof:
“For the purposes
of this Section 3(a), “Objectives” shall mean that all of the following have occurred and that the Company has provided
the Icahn Group with documentary evidence that such have events occurred: (i) the Company shall have hired a Chief Executive Officer who
is not as of the date of this Amendment, and has not previously been, a member of the Board; (ii) the Company shall have entered into
a definitive agreement with a third party providing for the disposition by the Company of its Off-Highway Drive and Motion System’s
business (the “Off-Highway Business”); and (iii) the Board shall have engaged a financial advisor to advise the Board
with respect to, and shall thereafter have publicly announced a capital allocation plan with respect to, the anticipated net proceeds
from the disposition of the Off-Highway Business; it being understood and agreed that such financial advisor shall be either: (x) Morgan
Stanley; or (y) at the option of the Icahn Group, such other financial advisor as may be recommended by the Icahn Group (provided, however,
that such other financial advisor recommended by the Icahn Group shall (i) be compensated by the Icahn Group, (ii) not have a conflict
with the Company and (iii) enter into a confidentiality agreement with the Company on terms reasonably acceptable to the Company).”
(f)
Amending Section 3 by adding the following as a new subsection (d) at the end thereof:
“Notwithstanding
anything else contained herein and for the avoidance of doubt:
(1) if (i) the Objectives have been met and (ii) the Company delivers a notice to the Icahn Group pursuant to Section 1(a)(vii) that the
Company does not intend to renominate one or more of the Icahn Designees for re-election at
the 2026 annual meeting of the Company’s
stockholders, then the Standstill Period in Section 3(a) shall immediately terminate on the date on which there is no Icahn Designee on
the Board and the Icahn Group has no right to designate a Replacement Designee (including if the Icahn Group has irrevocably waived such
right in writing); or
(2) if (i) the Objectives
have been met and (ii) either (A) the Company delivers a notice to the Icahn Group pursuant to Section 1(a)(vii) that the Company intends
to renominate both of the Icahn Designees for re-election at the 2026 annual meeting of the Company’s stockholders (provided that,
at such time, both Icahn Designees are members of the Board and the Icahn Group satisfies the applicable ownership requirements set forth
in Section 1(c)) or (B) the Company’s failure to deliver such a notice occurs after any time at which none of the Icahn Designees
are on the Board and the Icahn Group has no right to designate a Replacement Designee (including if the Icahn Group has irrevocably waived
such right in writing), then, in either case, the Standstill Period in Section 3(a) shall be the later of the (x) the date that is thirty
(30) days prior to the deadline for nomination of director candidates, which shall be no later than January 22, 2027, pursuant to the
Company’s Bylaws for the 2027 annual meeting of the Company’s stockholders and (y) such date as no Icahn Designee is on the
Board and the Icahn Group has no right to designate a Replacement Designee (including if the Icahn Group has irrevocably waived such right
in writing).”
(g)
Amending Section 9 by replacing the first sentence of the section with the following sentence:
“This Agreement
shall remain in effect until the termination of the Standstill Period, at which time it will terminate and be of no further force or effect.”
2.
Public Filings. The parties agree that following the execution and delivery of this Amendment by the parties, (a) the Company
will file with the SEC a Current Report on Form 8-K in respect of this Amendment, and, prior to the filing thereof, the Company shall
provide the Icahn Group and its counsel a reasonable opportunity to review and comment on such Form 8-K, and (b) the Icahn Group will
file with the SEC an amendment to the Icahn Schedule 13D in respect of this Amendment, and prior to the filing thereof, the Icahn Group
shall provide the Company and its counsel a reasonable opportunity to review and comment on such amendment. Other than as set forth herein,
neither party shall issue a press release relating to this Amendment.
3.
Entire Agreement; Amendment. This Amendment, the Nomination Agreement and the Confidentiality Agreement contain the entire
understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by
the parties hereto.
4.
Reference to the Nomination Agreement. From and after the date of this Amendment, each reference in the Nomination Agreement
to “this Nomination Agreement,” “hereunder,” “hereof,” “herein,” or words of similar meaning
referring to the Nomination
Agreement, mean and are a reference to the
Nomination Agreement as amended by this Amendment. Except as expressly amended by the terms of this Amendment, all other terms of the
Nomination Agreement remain unchanged and in full force and effect.
5.
Counterparts. This Amendment may be executed (including by PDF) in two or more counterparts which together shall constitute
a single agreement.
6.
Successors and Assigns. This Amendment shall not be assignable by any of the parties to this Amendment. This Amendment,
however, shall be binding on successors of the parties hereto.
7.
No Third Party Beneficiaries. This Amendment is solely for the benefit of the parties hereto and is not enforceable by any
other persons.
8.
Fees and Expenses. Neither the Company, on the one hand, nor the Icahn Group, on the other hand, will be responsible for
any fees or expenses of the other in connection with this Amendment.
9.
Interpretation and Construction. Each of the parties hereto acknowledges that it has been represented by counsel of its
choice throughout all negotiations that have preceded the execution of this Amendment, and that it has executed the same with the advice
of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Amendment
and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product
of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law
or any legal decision that would require interpretation of any ambiguities in this Amendment against any party that drafted or prepared
it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this
Amendment shall be decided without regards to events of drafting or preparation. The section headings contained in this Amendment are
for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment. Unless context otherwise
requires, references herein to Exhibits, Sections or Schedules mean the Exhibits, Sections or Schedules attached to this Amendment. The
term “including” shall be deemed to mean “including without limitation” in all instances. In all instances, the
term “or” shall not be deemed to be exclusive.
[Signature pages follow]
IN WITNESS WHEREOF, each
of the parties hereto has executed this Amendment, or caused the same to be executed by its duly authorized representative as of the
date first above written.
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THE COMPANY: |
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DANA INCORPORATED |
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By: |
/s/ Douglas H. Liedberg |
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Name: |
Douglas H. Liedberg |
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Title: |
Senior Vice President,
General Counsel & Secretary |
|
[Signature Page to Amendment to Director Appointment
and Nomination Agreement]
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Icahn Group: |
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ICAHN PARTNERS LP
ICAHN ONSHORE LP
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN CAPITAL LP
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By: |
/s/ Jesse Lynn |
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Name: |
Jesse Lynn |
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Title: |
Chief Operating Officer |
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IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
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By: |
/s/ Ted Papapostolou |
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Name: |
Ted Papapostolou |
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Title: |
Chief Financial Officer |
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BECKTON CORP. |
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By: |
/s/ Ted Papapostolou |
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Name: |
Ted Papapostolou |
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Title: |
Senior Vice President |
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/s/ Carl C. Icahn |
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CARL C. ICAHN |
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/s/ Brett Icahn |
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BRETT ICAHN |
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/s/ Steven Miller |
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STEVEN MILLER |
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/s/ Christian Garcia |
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CHRISTIAN GARCIA |
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[Signature Page to Amendment to Director Appointment
and Nomination Agreement]
Schedule
a
CARL C. ICAHN
BRETT ICAHN
CHRISTIAN GARCIA
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN ENTERPRISES G.P. INC.
ICAHN ENTERPRISES HOLDINGS L.P.
IPH GP LLC
ICAHN CAPITAL LP
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
BECKTON CORP.
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- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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-Name Securities Act
-Number 230
-Section 425
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Dana (NYSE:DAN)
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Dana (NYSE:DAN)
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