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): December 16, 2009
Dana Holding Corporation
(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, OH 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:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Dana Holding Corporation (“Dana”) agreed to terms with John M. Devine to remain as its Executive
Chairman. Under the one-year agreement that becomes effective January 1, 2010, Mr. Devine will
receive an annual base salary of $1 million and be eligible for a 2010 Annual Incentive Plan target
payment of $1.5 million (“AIP Payment”). Dana will reimburse Mr. Devine for travel from his home
residence. This benefit is limited to commercial aircraft. Either party may terminate this
agreement upon 90 days notice. Mr. Devine will be eligible for executive severance which includes
his base salary through December 31, 2010 and an AIP Payment based on 2010 actual year-end results.
Gary L. Convis informed Dana of his intention to retire as Vice Chairman of Dana as well as resign
from the Board of Directors of Dana effective December 31, 2009. In connection with his
retirement, Mr. Convis has agreed to serve as a special consultant to our President and Chief
Executive Officer at a rate of $850,000 per annum paid quarterly effective January 1, 2010. Mr.
Convis will be eligible for an incentive payment of up to
$950,000 per annum paid quarterly upon meeting certain business
objectives set by our President and Chief Executive Officer. Dana will reimburse Mr. Convis for
reasonable expenses related to his services to Dana. Mr. Convis is subject to certain
confidentiality and non-compete restrictions. The agreement may be terminated by either party upon
60 days prior written notice.
On December 16, 2009, Dana issued a press release regarding the disclosures above. A copy of the
press release is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
99.1
|
|
Dana Holding Corporation Press Release dated December 16, 2009 |
| |
2