Form 8-K

Allison Transmission Holdings, Inc.

Date: May 15, 2015

/s/ Eric C. Scroggins

Eric C. Scroggins

Vice President, General Counsel and Secretary

0001193125-15-189995.txt : 20150515 0001193125-15-189995.hdr.sgml : 20150515 20150515150900 ACCESSION NUMBER: 0001193125-15-189995 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150514 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150515 DATE AS OF CHANGE: 20150515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Allison Transmission Holdings Inc CENTRAL INDEX KEY: 0001411207 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35456 FILM NUMBER: 15868384 BUSINESS ADDRESS: STREET 1: ONE ALLISON WAY CITY: Indianapolis STATE: IN ZIP: 46222 BUSINESS PHONE: (317) 242-5000 MAIL ADDRESS: STREET 1: ONE ALLISON WAY CITY: Indianapolis STATE: IN ZIP: 46222 8-K 1 d926972d8k.htm FORM 8-K Form 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) May 14, 2015

ALLISON TRANSMISSION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35456

26-0414014

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One Allison Way, Indianapolis, Indiana		46222
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (317) 242-5000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨	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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 14, 2015, Allison Transmission Holdings, Inc. (the “Company”) held its annual meeting of stockholders. At the meeting, stockholders took the following actions:

•

elected three (3) directors for three-year terms ending at the 2018 annual meeting of stockholders (Proposal 1);

•

ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2015 (Proposal 2);

•

approved the Allison Transmission Holdings, Inc. 2015 Equity Incentive Award Plan (“2015 Plan”) (Proposal 3); and

•

approved the Allison Transmission Holdings, Inc. 2016 Incentive Plan (“2016 Plan”) (Proposal 4).

The vote tabulation for each proposal follows:

Proposal 1 – Election of Directors.


Nominees	FOR		WITHHELD		BROKER NON- VOTES
Lawrence E. Dewey		153,038,606		2,121,709		7,383,591
Thomas W. Rabaut		150,838,504		4,321,811		7,383,591
Richard V. Reynolds		153,391,602		1,768,713		7,383,591

Proposal 2 – Ratification of Appointment of PwC.


FOR	AGAINST	ABSTAIN
162,491,727	37,580	14,599

Proposal 3 – Approval of 2015 Plan.


FOR	AGAINST	ABSTAIN
132,488,734	22,642,146	29,435

Proposal 4 – Approval of 2016 Plan.


FOR	AGAINST	ABSTAIN
151,159,141	3,971,786	29,388

SIGNATURES

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.