8-K

DANA INCORPORATED

Date: April 30, 2025

/s/ Douglas H. Liedberg

Douglas H. Liedberg

Senior Vice President, General Counsel and Secretary

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): April 30, 2025

Dana Incorporated

(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, Ohio 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of Each Class

Trading
Symbol

Name of Each Exchange

on which Registered

Common Stock, $.01 par value

DAN

New York Stock Exchange

Item 5.07

Submission of Matters to a Vote of Security Holders

At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 24, 2025 (the “Annual Meeting”), shareholders considered five proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 14, 2025 for the Annual Meeting of Shareholders. The holders of record of 134,428,725 shares, or 92.24% of Dana’s 145,724,477 outstanding shares of common stock, were represented in person or by proxy, constituting a quorum and more than a majority of the shares entitled to vote.

The vote results detailed below represent final results as certified by the Inspector of Election:

PROPOSAL I - Election of nine directors for a one-year term expiring in 2026 or upon the election and qualification of their successors:


	FOR		WITHHOLD
Christian A. Garcia		122,765,487		1,804,007
Ernesto M. Hernàndez		118,861,945		5,707,549
Brett M. Icahn		120,661,628		3,907,866
Bridget E. Karlin		122,142,638		2,426,856
Nora E. LaFreniere		123,139,327		1,430,167
Michael J. Mack, Jr.		122,748,353		1,821,141
R. Bruce McDonald		118,061,228		6,508,266
Diarmuid B. O’Connell		122,778,328		1,791,166
Keith E. Wandell		114,016,484		10,553,010

PROPOSAL II - Approval of a non-binding advisory vote on executive compensation:


FOR	AGAINST	ABSTAIN
97,723,996	26,801,802	43,696

PROPOSAL III – Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025:


FOR	AGAINST	ABSTAIN
131,469,891	2,873,644	85,190

PROPOSAL IV – Approval of an amendment to the Dana Incorporated 2021 Omnibus Incentive Plan:


FOR	AGAINST	ABSTAIN
116,722,034	7,804,598	42,862

PROPOSAL V – Shareholder proposal to require an independent Board Chairman:


FOR	AGAINST	ABSTAIN
31,895,141	92,643,056	31,297

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.

SEC Form 8-K filed by Dana Incorporated