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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