UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2019, 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 ten (10) and (ii) appointed Steven Beringhause to fill the newly created vacancy as a Class II director with a term expiring at the 2020 annual meeting of shareholders, in each case effective as of December 1, 2019. Additionally, Mr. Beringhause will be nominated with Rhonda L. Brooks and Jeffery A. Craig for election to the Board of Directors at the annual meeting of shareholders in January 2020. A copy of the Company’s Press Release with respect to Mr. Beringhause’s appointment is attached hereto as Exhibit 99-a and incorporated herein by reference. Mr. Beringhause’s committee memberships will be determined at a later date and will be disclosed on an amendment to this Form 8-K at that time.
As a non-employee director of the Company, Mr. Beringhause will receive an annual cash retainer of $105,000 for Board service. 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. Beringhause’s annual cash retainer 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. Beringhause and any of the Company’s executive officers and any director, executive officer or person nominated to become a director or executive officer. Mr. Beringhause was not selected pursuant to any arrangement or understanding between him and any person other than the Company. In addition, Mr. Beringhause 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 4, 2019. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 4, 2019 | By: | /s/ April Miller Boise | |
| April Miller Boise | |||
| Senior Vice President, Chief Legal Officer & | |||
| Corporate Secretary | |||
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