UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File No.) | Identification No.) |
(Address of principal executive offices)
(Zip code)
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)) | ||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
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. ☐
2
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 23, 2020, at the 2020 Annual Meeting of Shareholders, the shareholders of Meritor, Inc. (the “Company”) approved the adoption by the Board of Directors of the 2020 Long-Term Incentive Plan (the “2020 LTIP”). The purpose of the 2020 LTIP is to enhance shareholder value by linking the compensation of directors, officers and key employees to increases in the price of Company stock and achievement of other performance objectives, and to encourage ownership in the Company by key employees whose long-term employment is considered essential to the Company’s continued progress and success. The 2020 LTIP is also intended to assist in the recruitment of new employees and to motivate, retain and encourage such personnel to act in the interest of the Company’s shareholders and share in the Company’s success. The 2020 LTIP provides for grants in the form of stock options, stock appreciation rights, stock awards (including restricted shares and restricted share units), other stock-based awards and cash awards. The number of shares issued under the 2020 LTIP may not exceed the sum of (i) 4,100,000 shares and (ii) any shares under the Company’s 2010 Long-Term Incentive Plan subject to awards that, after the effective date of the 2020 LTIP, are forfeited, terminated or lapsed. The 2020 LTIP is administered by the Compensation and Management Development Committee of the Board with respect to awards to employees and by the Corporate Governance and Nominating Committee of the Board with respect to awards to directors.
For further information on the terms of potential awards and the other provisions of the 2020 LTIP, including the effects of termination of employment and change of control of the Company, see the text of the 2020 LTIP, which is filed as Appendix B to the Company’s definitive proxy statement for the 2020 Annual Meeting of Shareholders and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 23, 2020, at the 2020 Annual Meeting of Shareholders, the shareholders of the Company also approved amendments to the Company’s Amended and Restated Articles of Incorporation to (i) provide for the phased-in declassification of the Board of Directors culminating in the annual election of all directors in 2023 and (ii) provide shareholders with the ability to amend the Company’s Amended and Restated By-Laws. Following the effectiveness of such amendments, the Board made corresponding amendments to the Company’s Amended and Restated By-Laws. All of the foregoing amendments were effective as of January 23, 2020.
The text of the amendments to the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws are attached hereto as Exhibits 3-a and 3-b, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2020 Annual Meeting of Shareholders on January 23, 2020. At the meeting, the following matters were voted on and received the number of votes in favor, votes withheld or against, abstentions (if applicable) and broker non-votes as set forth below:
3
| (i) | Election of directors: The following individuals were elected to the Board of Directors, with terms expiring at the Annual Meeting of Shareholders in 2023. Voting results were as follows: |
| Name of Nominee | For | Withheld | Broker Non-Votes |
| Steven Beringhause | 66,842,913 | 293,911 | 3,776,715 |
| Rhonda L. Brooks | 65,003,237 | 2,133,587 | 3,776,715 |
| Jeffrey A. Craig | 66,472,169 | 664,655 | 3,776,715 |
| (ii) | Approval of executive compensation: The shareholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s definitive proxy statement for the 2020 Annual Meeting of Shareholders. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 66,237,459 | 781,815 | 117,550 | 3,776,715 |
| (iii) | Appointment of auditors: The shareholders approved the ratification of the selection by the Audit Committee of the Board of Directors of the firm of Deloitte & Touche LLP as the Company’s auditors. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 69,756,080 | 1,105,840 | 51,619 | N/A |
| (iv) | Board declassification: The shareholders approved the Company’s proposal to amend the Company’s Amended and Restated Articles of Incorporation to declassify its Board of Directors. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 66,831,648 | 153,784 | 151,392 | 3,776,715 |
| (v) | Shareholder by-law access: The shareholders approved the Company’s proposal to amend the Company’s Amended and Restated Articles of Incorporation to allow shareholders to amend its Amended and Restated By-Laws. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 66,916,585 | 115,296 | 104,943 | 3,776,715 |
| (vi) | 2020 Long-Term Incentive Plan: The shareholders approved the 2020 LTIP. Voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 63,857,619 | 3,185,954 | 93,251 | 3,776,715 |
4
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3-a | Text of the amendments to the Company’s Amended and Restated Articles of Incorporation. | |
| 3-b | Text of the amendments to the Company’s Amended and Restated By-Laws. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
5
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 28, 2020 | By: | /s/ Scott M. Confer | |
| Scott M. Confer | |||
| Interim Chief Legal Officer and Corporate | |||
| Secretary | |||
6