Allison Transmission updates severance, vote results

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What did Allison Transmission (ALSN) change in its executive severance plan?

Were Allison Transmission (ALSN) director nominees approved at the 2026 annual meeting?

How did Allison Transmission (ALSN) shareholders vote on the auditor ratification?

What were the results of Allison Transmission’s (ALSN) say-on-pay vote?

Which Allison Transmission (ALSN) director received the highest support in the election?

Allison Transmission Holdings, Inc. updated its executive severance arrangements and reported annual shareholder voting results.

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8-K

Allison Transmission Holdings, Inc. updated its executive severance arrangements and reported annual shareholder voting results. The Board’s Compensation Committee approved Chief Legal Officer Eric C. Scroggins as a Tier 1 participant in the company’s Executive Change in Control and Severance Plan, enhancing his potential severance protections.

At the annual meeting, shareholders elected all nine director nominees, with support generally above 65 million votes for each candidate. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm, with 77,162,806 votes in favor, and approved the advisory vote on executive compensation with 70,176,855 votes for.

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Meeting date: May 6, 2026 Tier level: Tier 1 Auditor ratification votes for: 77,162,806 +5 more

8 metrics

Meeting date May 6, 2026 Annual meeting of stockholders

Tier level Tier 1 Eric C. Scroggins’ participation in Executive Change in Control and Severance Plan

Auditor ratification votes for 77,162,806 Votes for ratifying PwC as independent registered public accounting firm

Auditor ratification votes against 690,303 Votes against ratifying PwC

Say-on-pay votes for 70,176,855 Advisory vote to approve executive compensation

Say-on-pay votes against 2,759,179 Advisory vote to approve executive compensation

Highest director support 72,863,411 Votes for director nominee Sasha Ostojic

Broker non-votes 4,902,906 Broker non-votes on director and say-on-pay proposals

Executive Change in Control and Severance Plan, Tier 1 Participant, broker non-votes, advisory vote to approve executive compensation, +1 more

5 terms

Executive Change in Control and Severance Plan financial

"previously approved the Executive Change in Control and Severance Plan (the “Severance Plan”)"

Tier 1 Participant financial

"On May 6, 2026, the Committee approved Mr. Scroggins’ participation in the Severance Plan as a Tier 1 Participant."

broker non-votes financial

"BROKER NON-VOTES 70,176,855 | | 2,759,179 | | 28,749 | | 4,902,906"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote to approve executive compensation financial

"Proposal 3 - Advisory Vote to Approve Executive Compensation."

independent registered public accounting firm financial

"Ratification of Appointment of PwC."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Allison Transmission’s Compensation Committee approved Chief Legal Officer Eric C. Scroggins as a Tier 1 participant in the Executive Change in Control and Severance Plan. This change increases his potential severance benefits in connection with certain termination or change in control events, aligning him with the company’s top executive tier.

Yes, shareholders elected all listed director nominees. For example, Sasha Ostojic received 72,863,411 votes for and 84,133 against, while other nominees such as Judy L. Altmaier and David S. Graziosi also secured strong majority support, confirming the existing board slate.

Shareholders ratified PricewaterhouseCoopers LLP as Allison Transmission’s independent registered public accounting firm. The ratification received 77,162,806 votes for, 690,303 votes against, and 14,580 abstentions, indicating broad investor support for continuing with PwC as the external auditor.

Allison Transmission’s shareholders approved the advisory vote on executive compensation. The proposal received 70,176,855 votes for, 2,759,179 votes against, 28,749 abstentions, and 4,902,906 broker non-votes, signaling general shareholder approval of the company’s current executive pay practices.

Among the director nominees, Sasha Ostojic received one of the highest support levels with 72,863,411 votes for and 84,133 against. Other directors, including Gustave F. Perna and Krishna Shivram, also recorded strong majorities, reflecting broad shareholder backing for the board.

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Accepted by SEC EDGAR 05/08/2026 - 04:15 PM EDT

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 6, 2026

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

ALSN

New York Stock Exchange

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. ☐

Item 5.02

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

The Compensation Committee (the “Committee”) of the Board of Directors of Allison Transmission Holdings, Inc. (the “Company”) previously approved the Executive Change in Control and Severance Plan (the “Severance Plan”), which provides severance benefits to senior level employees of Allison Transmission, Inc., a wholly owned subsidiary of the Company, and designated Eric C. Scroggins, the Chief Legal Officer and Assistant Secretary of the Company, as a Tier 1/2 Participant in the Severance Plan. On May 6, 2026, the Committee approved Mr. Scroggins’ participation in the Severance Plan as a Tier 1 Participant. The Severance Plan is listed as an exhibit to the Company’s most recently filed Annual Report on Form 10-K.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 6, 2026, the Company held its annual meeting of stockholders. At the annual meeting, stockholders took the following actions:

•

elected nine directors for one-year terms ending at the 2027 annual meeting of stockholders (Proposal 1);

•

ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2026 (Proposal 2); and

•

approved, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers (“Executive Compensation”) (Proposal 3).

The vote tabulation for each proposal follows:

Proposal 1 - Election of Directors.


NOMINEES	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Judy L. Altmaier		71,134,529		1,454,365		375,889		4,902,906
D. Scott Barbour		72,593,397		355,266		16,120		4,902,906
Philip J. Christman		65,932,457		6,441,896		590,430		4,902,906
David C. Everitt		71,075,137		1,872,463		17,183		4,902,906
David S. Graziosi		71,830,548		1,116,804		17,431		4,902,906
Carolann I. Haznedar		71,744,480		1,190,862		29,441		4,902,906
Sasha Ostojic		72,863,411		84,133		17,239		4,902,906
Gustave F. Perna		72,609,598		339,201		15,984		4,902,906
Krishna Shivram		72,522,639		425,005		17,139		4,902,906

Proposal 2 - Ratification of Appointment of PwC.


FOR	AGAINST	ABSTAIN
77,162,806	690,303	14,580

Proposal 3 - Advisory Vote to Approve Executive Compensation.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
70,176,855	2,759,179	28,749	4,902,906

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.

Source: View Original Filing on SEC EDGAR

Allison Transmission Holdings, Inc.

Date: May 8, 2026

/s/ Eric C. Scroggins

Eric C. Scroggins

Chief Legal Officer and Assistant Secretary

3 documents