0001193125-12-038247.txt : 20120203 0001193125-12-038247.hdr.sgml : 20120203 20120203120045 ACCESSION NUMBER: 0001193125-12-038247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120203 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120203 DATE AS OF CHANGE: 20120203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANA HOLDING CORP CENTRAL INDEX KEY: 0000026780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 261531856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01063 FILM NUMBER: 12568606 BUSINESS ADDRESS: STREET 1: 3939 TECHNOLOGY DRIVE CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 419-887-3000 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: MAUMEE STATE: OH ZIP: 43537 FORMER COMPANY: FORMER CONFORMED NAME: DANA CORP DATE OF NAME CHANGE: 19920703 8-K 1 d293785d8k.htm 8-K 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): February 3, 2012

 

 

Dana Holding Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-1063   26-1531856

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 887-3000

(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))

 

 

 

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

David P. Trucano tendered his resignation from the Board of Directors (the “Board”) of Dana Holding Corporation (“Dana”), effective February 3, 2012. On the same date, the holders of our 4.0% Series A Preferred Convertible Stock (“Series A Preferred”) notified Dana that they appointed Brandt McKee as a member of the Board of Dana pursuant to Dana’s Restated Certificate of Incorporation and the Shareholders Agreement dated January 31, 2008 which give the holders of our Series A Preferred the right to appoint Mr. Trucano’s successor as a Series A Preferred elected director. Mr. McKee will not at present serve on any of our Board committees.

 

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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.

 

  DANA HOLDING CORPORATION
Date: February 3, 2012   By:  

/s/ Marc S. Levin

  Name:   Marc S. Levin
  Title:   Senior Vice President, General Counsel and Secretary

 

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