8-K

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): November 2, 2017

MERITOR, INC.
(Exact name of registrant as specified in its charter)

Indiana	1-15983	38-3354643
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	Identification No.)

2135 West Maple Road
Troy, Michigan
(Address of principal executive offices)

48084-7186
(Zip code)

Registrant’s telephone number, including area code: (248) 435-1000

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2017, the Board of Directors of Meritor, Inc. (the “Company”), pursuant to Section 7.01 of the Amended and Restated Articles of Incorporation of the Company and Section 3.1 of the Amended and Restated By-laws of the Company, (i) approved an increase in the number of directors of the Company to nine (9); (ii) appointed Rodger L. Boehm to fill the newly created vacancy as a Class III director with a term expiring at the 2018 annual meeting of shareholders; and (iii) appointed Mr. Boehm as a member of the audit committee, in each case effective as of December 1, 2017. Additionally, Mr. Boehm will be nominated with the other incumbent Class III directors, Jan A. Bertsch and Lloyd G. Trotter, for election to the Board of Directors at the annual meeting of shareholders in January 2018. A copy of the Company’s Press Release with respect to Mr. Boehm’s appointment is attached hereto as Exhibit 99-a and incorporated herein by reference.

As a non-employee director of the Company, Mr. Boehm will receive an annual cash retainer of $105,000 for Board service and an additional annual cash retainer of $10,000 for service on the audit committee. As part of director compensation, each non-employee director is also entitled to receive an annual equity grant equal to a value of approximately $120,000, in the form of restricted stock or restricted share units, at the director’s election. The restricted stock and restricted share units vest upon the earliest of (i) three years from the date of grant or (ii) the date the director resigns or ceases to be a director under circumstances the Board determines not to be adverse to the best interests of the Company. In connection with his appointment, Mr. Boehm’s annual cash retainers and equity award will be pro-rated for his time of service for the current year.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Boehm and any of the Company’s executive officers and any director, executive officer or person nominated to become a director or executive officer. Mr. Boehm was not selected pursuant to any arrangement or understanding between him and any person other than the Company. In addition, Mr. Boehm did not have a direct or indirect material interest in any transaction that would be required to be disclosed under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99-a	Press Release dated November 7, 2017.

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SIGNATURE

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.

		MERITOR, INC.
		(Registrant)
Date: November 7, 2017	By:	/s/ April Miller Boise
		April Miller Boise
		Senior Vice President, General Counsel &
		Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99-a	Press Release dated November 7, 2017.

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EX-99.A

CONTACTS:

Media Inquiries
Krista Sohm
(248) 435-7115
krista.sohm@meritor.com

Investor Inquiries
Carl Anderson
(248) 435-1588
carl.anderson@meritor.com

Meritor Names Rodger L. Boehm to its Board of Directors

TROY, Mich. (Nov. 7, 2017) – The Board of Directors of Meritor, Inc. (NYSE: MTOR) today announced that it has appointed Rodger L. Boehm to the Board of Directors as a Class III director with a term expiring at the 2018 annual meeting of shareholders. His appointment is effective as of Dec. 1, 2017.

Boehm has led client service for a large number of global institutions in a wide range of industries, focusing on long-term growth strategies and performance improvement. He spent 31 years at McKinsey & Company, Inc., from 1986 until his retirement in 2017, at which time he was serving as senior partner.

He earned a Bachelor of Science in materials engineering from Purdue University in 1982 and Master of Business Administration from Harvard University in 1986.

“We look forward to Rodger’s contributions as a member of Meritor’s Board of Directors,” said William Newlin, chairman of Meritor’s board. “Rodger’s experience in providing strategic counsel to global industrial manufacturing companies will be a significant asset to the company.”

About Meritor

Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicle and industrial markets. With more than a 100-year legacy of providing innovative products that offer superior performance, efficiency and reliability, the company serves commercial truck, trailer, off-highway, defense, specialty and aftermarket customers around the world. Meritor is based in Troy, Mich., United States, and is made up of approximately 8,200 diverse employees who apply their knowledge and skills in manufacturing facilities, engineering centers, joint ventures, distribution centers and global offices in 19 countries. Meritor common stock is traded on the New York Stock Exchange under the ticker symbol MTOR. For important information, visit the company's website at www.meritor.com.

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