0001225208-14-001446.txt : 20140110
0001225208-14-001446.hdr.sgml : 20140110
20140110092706
ACCESSION NUMBER: 0001225208-14-001446
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20140101
FILED AS OF DATE: 20140110
DATE AS OF CHANGE: 20140110
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pyle Robert D
CENTRAL INDEX KEY: 0001596342
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01063
FILM NUMBER: 14520330
MAIL ADDRESS:
STREET 1: 3939 TECHNOLOGY DRIVE
CITY: MAUMEE
STATE: OH
ZIP: 43537
3
1
doc3.xml
X0206
3
2014-01-01
0
0000026780
DANA HOLDING CORP
DAN
0001596342
Pyle Robert D
3939 TECHNOLOGY DRIVE
MAUMEE
OH
43537
1
Pres, Light Vehicle Driveline
Dividend Equivalent Rights
Common Stock, par value $0.01
335.0000
D
Restricted Stock Units
14.6700
2015-05-01
Common Stock, par value $0.01
10650.0000
D
Restricted Stock Units
16.1900
2016-02-25
Common Stock, par value $0.01
9651.0000
D
Stock Appreciation Right
14.6700
2013-05-01
2022-05-01
Common Stock, par value $0.01
20000.0000
D
Stock Appreciation Right
16.1900
2014-02-25
2023-02-25
Common Stock, par value $0.01
21029.0000
D
The dividend equivalent rights accrued on restricted stock units previously granted and become exercisable proportionately with the restricted stock units to which they relate. Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Restricted stock units for Reporting Person will be cash settled.
Restricted stock units previously granted pursuant to the Dana Holding Corporation 2012 Omnibus Incentive Plan.
Restricted stock units granted cliff vest three (3) years from date of grant.
Each restricted stock unit granted represents the right to receive cash for each share equal to the market value per share.
Stock appreciation rights previously granted pursuant to the Dana Holding Corporation 2012 Omnibus Incentive Plan.
Stock appreciation rights granted vest in three (3) equal annual installments beginning on the first year anniversary date of the grant. Stock appreciation rights are cash-settled only.
pylepoa.txt
/s/ Robert W. Spencer, Jr. on behalf of Robert D. Pyle
2014-01-10
EX-24
2
pylepoa.txt
POWER OF ATTORNEY
Robert D. Pyle
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Marc S. Levin, Robert W. Spencer, Jr., Laura L. Aossey and Linda M.
Grant, signing singly, the undersigned's true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Dana Holding Corporation (the Company), Forms
3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder; a Form ID, Uniform Application for Access Codes
to File on Edgar and Form 144 with respect to the securities of the Company
beneficially owned by the undersigned in accordance with Rule 144 under the
Securities Act of 1933 (the Securities Act);
2. Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, documents necessary to facilitate
the filing of Forms 3, 4 and 5; Form ID and Form 144;
3. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5;
Form ID or Form 144, complete and execute any amendment or amendments thereto,
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
4. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and all purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the
Securities Act.
The undersigned agrees that each such attorney-in-fact herein may rely entirely
on information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon
any untrue statements or omission of necessary facts in the information provided
by the undersigned to such attorney-in fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5; Form ID or Form 144
(including amendments thereto) and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.
The termination of any attorney-in-fact's employment by the Company, however
caused, shall operate as a termination of his or her powers and authorities
hereunder, but shall not affect the powers and authorities herein granted to any
other party.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5; Form ID or Form 144
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact at the then current mailing
address of the Corporate Legal Department of Dana Holding Corporation.
All Powers of Attorney previously granted in connection with the foregoing
matters hereby are canceled and revoked.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed and made effective as of this 9th day of January, 2014.
/s/ Robert D. Pyle
Robert D. Pyle
2