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 8, 2019
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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on which Registered | ||
| Common stock, $0.01 par value | ALSN | New York Stock Exchange |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 8, 2019, the Company held its annual meeting of stockholders. At the meeting, stockholders took the following actions:
| • | elected eleven directors for one-year terms ending at the 2020 annual meeting of stockholders (Proposal 1); |
| • | ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2018 (Proposal 2); |
| • | approved, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers (Proposal 3); and |
| • | approved, in an advisory, non-binding, vote, the holding of future advisory votes on the compensation paid to the Company’s named executive officers every year (Proposal 4). |
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors.
| NOMINEES |
FOR | AGAINST | ABSTAIN | |||||||||
| Judy L. Altmaier |
109,447,152 | 118,778 | 40,430 | |||||||||
| Stan A. Askren |
109,419,914 | 165,188 | 21,258 | |||||||||
| Lawrence E. Dewey |
107,399,308 | 2,185,863 | 21,189 | |||||||||
| David C. Everitt |
108,793,442 | 791,785 | 21,133 | |||||||||
| Alvaro Garcia-Tunon |
106,250,326 | 3,334,971 | 21,063 | |||||||||
| David S. Graziosi |
109,444,702 | 140,426 | 21,232 | |||||||||
| William R. Harker |
109,007,115 | 441,813 | 157,432 | |||||||||
| Carolann I. Haznedar |
109,294,492 | 270,877 | 40,991 | |||||||||
| Richard P. Lavin |
109,372,633 | 212,544 | 21,183 | |||||||||
| Thomas W. Rabaut |
108,487,180 | 1,097,997 | 21,183 | |||||||||
| Richard V. Reynolds |
108,748,303 | 689,637 | 168,420 | |||||||||
Proposal 2 – Ratification of Appointment of PwC.
| FOR |
AGAINST |
ABSTAIN | ||
| 113,652,568 | 1,579,146 | 19,623 |
Proposal 3 – Advisory Vote on Executive Compensation.
| FOR |
AGAINST |
ABSTAIN | ||
| 99,966,967 | 9,333,773 | 305,620 |
Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.
| 1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN | |||
| 107,641,591 | 23,353 | 1,910,608 | 30,808 |
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Board of Directors has determined that the Company will hold future advisory votes on the compensation paid to the Company’s named executive officers every year until the next required advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2025.
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.
| Allison Transmission Holdings, Inc. | ||||||
| Date: May 9, 2019 | By: | /s/ Eric C. Scroggins | ||||
| Eric C. Scroggins | ||||||
| Vice President, General Counsel and Secretary | ||||||