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): January 16, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $1 Par Value	MTOR	New York Stock Exchange

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. ☐

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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.

Effective January 16, 2020, Meritor, Inc. (the “Company”) appointed Chris Villavarayan, age 49, as the Company’s Executive Vice President and Chief Operating Officer. Mr. Villavarayan previously served as the Company’s Senior Vice President and President, Global Truck since January 2018. Mr. Villavarayan has held various positions within the Company since June 2000, including: Senior Vice President and President, Americas from February 2014 until January 2018; Vice President of Global Manufacturing and Supply Chain Management from June 2012 until February 2014; Managing Director of Meritor India and CEO of Meritor HVS (India) Limited and Automotive Axles Ltd. from December 2009 until June 2012; General Manager of European Operations and Worldwide Manufacturing Planning and Strategy from June 2007 until December 2009; Director of Manufacturing Performance Plus from November 2006 until June 2007; Regional Manager of Continuous Improvement from July 2005 until November 2006; Industrialization Project Manager from September 2001 until July 2005; and Site Manager of Meritor St. Thomas, Ontario facility from June 2000 until September 2001.

The Company’s press release announcing Mr. Villavarayan’s appointment is attached hereto as Exhibit 99-a and is incorporated herein by reference.

There are no relationships or arrangements regarding Mr. Villavarayan that are required to be disclosed pursuant to Item 401(b), 401(d) or 404(a) of Regulation S-K.

In consideration of his increased responsibilities, effective January 16, 2020, Mr. Villavarayan’s annual base salary increased to $665,000 and his target bonus award for fiscal year 2020 under the Company’s Incentive Compensation Plan increased to 90% of his annual base salary. In addition, Mr. Villavarayan’s long-term incentive target for the three-year performance period of fiscal 2020 to 2022 established pursuant to the Company’s 2020 Long-Term Incentive Plan will be $1,465,000.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99-a	Press Release dated January 16, 2020.
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: January 16, 2020	By:	/s/ Scott M. Confer
		Scott M. Confer
		Interim Chief Legal Officer and Corporate
		Secretary

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EX-99.A

CONTACTS:

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

Investor Inquiries
Todd Chirillo
(248) 435-1571
todd.chirillo@meritor.com

Meritor Appoints Chris Villavarayan Executive Vice President and Chief Operating Officer

TROY, Mich. (January 16, 2020) — Meritor, Inc. (NYSE: MTOR) today announced the appointment of Chris Villavarayan as executive vice president and chief operating officer (COO), effective immediately. Villavarayan, 49, has been serving as senior vice president and president of Meritor’s Global Truck segment since January 2018. In this new position, Villavarayan will have global operating responsibility for both of Meritor’s business segments, Global Truck and Aftermarket & Industrial and Trailer, and will continue to report directly to Jay Craig, Meritor’s CEO and president.

“Chris has a diverse background with the company over a 20-year career during which time he has demonstrated a proven track record of leading the business to meet and exceed established objectives in all areas,” said Jay Craig, CEO and president, Meritor. “Chris has the right qualities and skills to step into the COO role as we embark on our M2022 plan, from relevant experience across our business, to his understanding of the industry landscape and a proven track record of high performance.”

“I am excited about my new role as COO and look forward to helping advance our efforts to be the premier technology-driven commercial vehicle company while we continue to exceed customer expectations,” said Chris Villavarayan, executive vice president and chief operating officer. “This is an important time in the company’s history as we build on the success of M2016 and M2019 by leveraging our team’s expertise, operational excellence and consistent performance. I look forward to continue working with Jay and the entire leadership team as we build on Meritor’s growth strategy.”

Before being appointed senior vice president and president of Meritor’s Global Truck segment, Villavarayan served as president, Truck Americas, responsible for Meritor’s Commercial Truck, Defense and Specialty businesses in North and South America. He also had responsibility for Meritor’s Global Components Engineering, Product Validation and Materials Engineering, as well as Engineering and Program Management. Also at Meritor, he served as vice president, Global Manufacturing and Supply Chain Management and managing director for Meritor’s operations in India, leading Meritor Heavy Vehicle Systems (India) Ltd.

Villavarayan holds a Bachelor of Science in engineering from McMaster University in Hamilton, Ontario, Canada.

In addition, as the demand for commercial vehicle electrification grows, Meritor will accelerate its efforts to design, manufacture and go-to-market with a robust portfolio of technology and products that meet the short- and long-term needs of our global customer base. With Chris’ appointment to operating head of the company’s core businesses, Meritor’s global electrification business will now report directly to Jay Craig. The business will be led by T.J. Reed, vice president, Global Electrification, for Meritor.

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 110-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 9,100 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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Cover	Jan. 16, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 2020
Entity File Number	1-15983
Entity Registrant Name	MERITOR, INC.
Entity Central Index Key	0001113256
Entity Tax Identification Number	38-3354643
Entity Incorporation, State or Country Code	IN
Entity Address, Address Line One	2135 West Maple Road
Entity Address, City or Town	Troy
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48084-7186
City Area Code	(248)
Local Phone Number	435-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 Par Value
Trading Symbol	MTOR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false