UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ALLISON
TRANSMISSION HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Allison Transmission Holdings, Inc., Supplemental Proxy Materials
For the Annual Meeting of Stockholders to be Held May 6, 2020
Letter from our Lead Independent Director
April 21, 2020
Dear Fellow Stockholder:
Allison Transmission Holdings, Inc. will hold its annual meeting of stockholders on May 6, 2020. By now, you should have received our
Proxy Statement, in which the Board of Directors (“Board”) recommends a vote “FOR” the election of each of the 10 nominees for director in Proposal No. 1.
Much to our disappointment, Institutional Shareholder Services Inc. (“ISS”) has recommended a vote against the election of David C.
Everitt as a director based on his 2019 meeting attendance. ISS applies a rigid method for evaluating many different companies, recommending a vote against any director who does not attend at least 75% of all committee and board meetings. In 2019,
Mr. Everitt attended seven out of ten, or 70%, of our committee and board meetings.
Mr. Everitt is an extremely valued member of our Board whose strong commitment to Allison has been demonstrated over his more than five
years of dedicated service to our company. Accordingly, I want to urge you to vote FOR all of the nominees for director, including Mr. Everitt for the following reasons:
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Mr. Everitt has been an outstanding Board member since 2014. During his tenure, he has drawn on his experience as Interim Chief Executive Officer
at Harsco Corporation and the President of Deere & CO. in order to provide guidance and important insights with respect to global revenue growth, emerging markets, and emerging technology.
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Mr. Everitt’s industry experience in domestic and international sales, marketing and operations, the introduction and launch of new products, and
information technology have been invaluable to Allison as we focus on our global growth. In addition, during his career Mr. Everitt demonstrated particular skill at adapting to changing market conditions and, therefore, is a valuable
resource as Allison navigates the significant changes in its industry.
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Mr. Everitt has had an exemplary attendance record over the course of his tenure as a member of our Board, with 100% perfect attendance for 3
years and over 80% attendance for 2 years.
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One of the committee meetings that Mr. Everitt missed in 2019 was due to winter weather, when his flight from Canada to Indianapolis was stuck on
the tarmac for an extended period of time, meaning he could not attend in person or call in. Were it not for this weather event, Mr. Everitt would have attended 80% of Board and committee meetings in 2019.
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The other Board and committee meetings that Mr. Everitt missed were due to a scheduling conflict with another company’s international board
meeting, which involved in-person meetings with government officials. Mr. Everitt has since resigned from that company’s board, so such conflicts are not expected to arise again.
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Mr. Everitt was in frequent contact with me regarding the meetings he missed and was otherwise fully engaged in Board matters in 2019.
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Mr. Everitt has attended 100% of the committee and board meetings to date in 2020.
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As described above and in our proxy statement, Mr. Everitt is an extremely valued member of our Board, with a history of excellent
attendance and dedicated commitment to Allison. Accordingly, we believe ISS’ rigid application of its attendance policy without taking into account all of these factors leads to the wrong result and is not in the best interests of Allison or our
stockholders.
We therefore continue to request that stockholders vote FOR each of the 10 nominees for director in Proposal No. 1, including David C. Everitt.
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Sincerely,
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Thomas W. Rabaut
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Lead Independent Director and
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Chair of the Nominating and Corporate Governance Committee
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