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 Dana Incorporated News Release dated December 16, 2019
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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