| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
Appointment of New
Directors
On August 8, 2022, the Board of Directors (“Board”) of Allison
Transmission Holdings, Inc. (the “Company”), upon the
recommendation of the Nominating and Corporate Governance
Committee, appointed Philip J. Christman, Sasha Ostojic, Gustave F.
Perna and Krishna Shivram to serve as members of the Company’s
Board, effective immediately, with terms to expire at the Company’s
2023 annual meeting of stockholders (“2023 Annual Meeting”). The
appointment of Messrs. Christman, Ostojic, Perna and Shivram
increases the size of the Board to fourteen members. In addition,
the Board has appointed Mr. Christman to serve on the Audit
and Compensation Committees of the Board, Mr. Ostojic to serve
on the Finance Committee of the Board, General Perna to serve on
the Audit Committee of the Board and Mr. Shivram to serve on
the Audit and Finance Committees of the Board.
As non-management
directors, Messrs. Christman, Ostojic, Perna and Shivram will
receive compensation in accordance with the Company’s Sixth Amended
and Restated Non-Employee
Director Compensation Policy (“Policy”). (See the Policy filed as
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2022 with the Securities and Exchange Commission
(“SEC”) on August 4, 2022.) In addition, it is expected that
each of Messrs. Christman, Ostojic, Perna and Shivram will execute
the Company’s standard form of director indemnification agreement.
(See the Form of Director Indemnification Agreement filed as
Exhibit 10.9 to Amendment No. 2 to the Company’s Registration
Statement on Form S-1 filed
with the SEC on May 16, 2011.) There was no arrangement or
understanding pursuant to which any of Messrs. Christman, Ostojic,
Perna and Shivram was elected as a director, and there are no
related party transactions between the Company and Messrs.
Christman, Ostojic, Perna and Shivram.
Retirement of Lead Independent
Director; Appointment of New Lead Independent Director
On August 5, 2022, Thomas R. Rabaut, who currently serves as
Lead Independent Director of the Board and chair of the Nominating
and Corporate Governance Committee of the Board, notified the Board
of his decision not to stand for re-election at the 2023 Annual Meeting.
Mr. Rabaut’s decision not to stand for re-election was not as
a result of any disagreement with the Company. Mr. Rabaut will
continue to serve as Lead Independent Director and as chair of the
Nominating and Corporate Governance Committee of the Board until
his current term expires at the 2023 Annual Meeting. The
independent directors of the Board selected Richard L. Lavin to
succeed Mr. Rabaut as Lead Independent Director of the Board
effective immediately following the 2023 Annual Meeting.
Retirement of Two Additional
Directors
On August 5, 2022, Alvaro Garcia-Tunon, who currently serves
as chair of the Audit Committee of the Board and as a member of the
Finance Committee of the Board, and Richard V. Reynolds, who
currently serves as a member of the Audit and Compensation
Committees of the Board, each notified the Board of their decision
not to stand for re-election at the Company’s 2023
Annual Meeting. Messrs. Garcia-Tunon’s and Reynolds’ decisions not
to stand for re-election
were not as a result of any disagreement with the Company. Messrs.
Garcia-Tunon and Reynolds will continue to serve in their committee
assignments until their current terms expire at the 2023 Annual
Meeting.
Effective immediately following the 2023 Annual Meeting and
concurrently with the retirement of Messrs. Garcia-Tunon, Rabaut
and Reynolds and Stan A. Askren, who the Company previously
reported had provided notice on July 20, 2022 to the Company
of his intent not to stand for re-election at the 2023 Annual Meeting,
from the Board, the size of the Board will decrease to ten
members.
A copy of the Company’s press release announcing these changes is
attached hereto as Exhibit 99.1 and the information set forth
therein is incorporated herein by reference.