Dana Inc. Files 8-K on Agreements and Officer Changes
Ticker: DAN · Form: 8-K · Filed: Jan 23, 2025 · CIK: 26780
Sentiment: neutral
Topics: material-agreement, management-change, corporate-action
TL;DR
Dana Inc. filed an 8-K for material agreements and exec changes. Keep an eye on this.
AI Summary
On January 23, 2025, Dana Incorporated filed an 8-K report detailing a material definitive agreement and changes in its board and officer composition. The filing also includes financial statements and exhibits, with no specific dollar amounts or new executive appointments detailed in the provided text.
Why It Matters
This filing indicates significant corporate actions, including new agreements and potential leadership shifts, which could impact the company's strategic direction and operational stability.
Risk Assessment
Risk Level: medium — The filing indicates material definitive agreements and changes in directors/officers, which can signal strategic shifts or internal adjustments that may carry inherent risks.
Key Players & Entities
- Dana Incorporated (company) — Registrant
- Dana Holding Corp (company) — Former Company Name
- Dana Corp (company) — Former Company Name
FAQ
What is the nature of the material definitive agreement filed by Dana Incorporated?
The provided text states that an 8-K was filed concerning an 'Entry into a Material Definitive Agreement,' but does not specify the details of the agreement itself.
What specific changes occurred regarding directors or officers at Dana Incorporated?
The filing indicates 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' and 'Compensatory Arrangements of Certain Officers,' but the specific individuals and details are not provided in this excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on January 23, 2025.
What is Dana Incorporated's principal executive office address?
Dana Incorporated's principal executive offices are located at 3939 Technology Drive, Maumee, Ohio 43537.
What is Dana Incorporated's Standard Industrial Classification (SIC) code?
Dana Incorporated's SIC code is 3714, categorized under MOTOR VEHICLE PARTS & ACCESSORIES.
Filing Stats: 916 words · 4 min read · ~3 pages · Grade level 12 · Accepted 2025-01-23 16:34:23
Filing Documents
- eh250581243_8k.htm (8-K) — 26KB
- eh250581243_ex1001.htm (EX-10.1) — 41KB
- 0000950142-25-000183.txt ( ) — 245KB
- dan-20250123.xsd (EX-101.SCH) — 3KB
- dan-20250123_lab.xml (EX-101.LAB) — 33KB
- dan-20250123_pre.xml (EX-101.PRE) — 22KB
- eh250581243_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
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 Cor
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment to Director Appointment and Nomination Agreement, dated January 23, 2025, by and among the Icahn Group and the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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: January 23, 2025 By: /s/ Douglas H. Liedberg Name: Douglas H. Liedberg Title: Senior Vice President, General Counsel and Secretary