Dana (NYSE:DAN) Enters Amendment to Director Appointment and Nomination Agreement

Dana Incorporated, a leading provider of drivetrain, sealing, and thermal-management technologies, announced on January 23, 2025, that the Company entered into an amendment to the Director Appointment and Nomination Agreement. This amendment, made with Carl C. Icahn and entities listed therein (collectively, the “Icahn Group”), includes significant changes within the leadership structure of the organization.

As per the terms of the Amendment, Dana Incorporated agreed to certain modifications to the Agreement. The key highlights of the agreement include the appointment of Mr. Brett Icahn and Mr. Christian Garcia as the Icahn Designees to the Board of Directors. They will be filling the vacancies left by the resignation of Mr. Gary Hu and Mr. Steven Miller. Additionally, the Amendment extends the standstill period until specific business objectives are met and further conditions related to the director nomination deadlines for the 2026 and 2027 Annual Meetings.

The Amendment also outlines that the Icahn Designees will have the opportunity to serve on both existing and new committees of the Board, subject to certain terms and conditions. The full text of the Amendment has been filed as Exhibit 10.1 to the Current Report on Form 8-K submitted by Dana Incorporated.

In connection with the Amendment, Mr. Gary Hu and Mr. Steven Miller resigned from their positions on the Board and various committees, with immediate effect. The Board promptly appointed Mr. Brett Icahn and Mr. Christian Garcia to their new roles. The resignations were clarified to not stem from any disagreements with the Company.

Upon their appointment to the Board, Mr. Icahn joined the Audit Committee and the Nominating and Corporate Governance Committee, while Mr. Garcia joined the Compensation Committee and the Technology and Sustainability Committee.

Apart from matters detailed in the recent filing, no additional arrangements or understandings exist between the Icahn Designees and any other entities that led to their selection as directors. Furthermore, there are no transactions in which the Designees have a conflicting interest requiring disclosure under Item 404(a) of Regulation S-K.

With this significant change in the leadership dynamics of Dana Incorporated, investors and stakeholders will be keenly observing the impact of the new appointments on the company’s strategic direction and governance framework.

This news was disclosed in a Form 8-K filing with the United States Securities and Exchange Commission on January 23, 2025.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Dana’s 8K filing here.

Dana Company Profile

Dana Incorporated, together with its subsidiaries, provides power-conveyance and energy-management solutions for vehicles and machinery in North America, Europe, South America, and the Asia Pacific. The company operates through four segments: Light Vehicle Drive Systems, Commercial Vehicle Drive and Motion Systems, Off-Highway Drive and Motion Systems, and Power Technologies.