Dana (NYSE: DAN) investors approve board, say-on-pay and auditor, reject independent chair

Rhea-AI Filing Summary

Dana Incorporated reported the final voting results from its Annual Meeting of Shareholders held on April 22, 2026. A quorum was present, with 98,312,359 shares represented, or 89.74% of the 109,556,506 outstanding common shares.

Shareholders elected eight directors to one‑year terms, with each nominee receiving substantially more votes "for" than "withhold." They also approved the non‑binding advisory vote on executive compensation, with 91,033,858 votes for and 2,460,716 against, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm, with 95,864,515 votes for.

A shareholder proposal to require an independent Board Chairman did not pass, receiving 25,853,976 votes for and 67,642,472 against.

8-K Event Classification

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

1 item

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.

Key Figures

Shares outstanding: 109,556,506 shares Shares represented: 98,312,359 shares Say-on-pay support: 91,033,858 votes for +2 more

5 metrics

Shares outstanding 109,556,506 shares Common stock entitled to vote at Annual Meeting

Shares represented 98,312,359 shares Present in person or by proxy; 89.74% quorum

Say-on-pay support 91,033,858 votes for Non-binding advisory vote on executive compensation

Auditor ratification votes 95,864,515 votes for Ratification of PricewaterhouseCoopers LLP for FY ending Dec 31, 2026

Independent chair proposal support 25,853,976 votes for Shareholder proposal to require an independent Board Chairman

Key Terms

broker non-votes, non-binding advisory vote, independent registered public accounting firm, shareholder proposal, +1 more

5 terms

broker non-votes financial

"FOR | | WITHHOLD | | BROKER NON-VOTES"

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.

non-binding advisory vote financial

"Approval of a non-binding advisory vote on executive compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm"

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.

shareholder proposal financial

"Shareholder proposal to require an independent Board Chairman"

quorum financial

"constituting a quorum and more than a majority of the shares entitled to vote"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

DANA Inc false 0000026780 0000026780 2026-04-22 2026-04-22

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): April 22, 2026

Dana Incorporated

(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))

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. ☐

Title of Each Class		Trading Symbol		Name of Each Exchange on which Registered
Common Stock, $.01 par value		DAN		New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 22, 2026 (the “Annual Meeting”), shareholders considered four proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 13, 2026 for the Annual Meeting of Shareholders. The holders of record of 98,312,359 shares, or 89.74% of Dana’s 109,556,506 outstanding shares of common stock, were represented in person or by proxy, constituting a quorum and more than a majority of the shares entitled to vote.

The vote results detailed below represent final results as certified by the Inspector of Election:

PROPOSAL I - Election of eight directors for a one-year term expiring in 2027 or upon the election and qualification of their successors:

		FOR		WITHHOLD		BROKER NON-VOTES
Byron S. Foster		91,756,073		1,814,113		4,742,173
Ernesto M. Hernàndez		90,265,942		3,304,244		4,742,173
Bridget E. Karlin		92,415,439		1,154,747		4,742,173
Nora E. LaFreniere		89,743,779		3,826,407		4,742,173
Michael J. Mack, Jr.		90,066,789		3,503,397		4,742,173
R. Bruce McDonald		91,835,451		1,734,735		4,742,173
H. Olivia Nelligan		93,298,063		272,123		4,742,173
Diarmuid B. O’Connell		89,886,339		3,683,847		4,742,173

PROPOSAL II - Approval of a non-binding advisory vote on executive compensation:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
91,033,858		2,460,716		75,612		4,742,173

PROPOSAL III – Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
95,864,515		2,331,980		115,864		0

PROPOSAL IV – Shareholder proposal to require an independent Board Chairman:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
25,853,976		67,642,472		73,738		4,742,173

2

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 INCORPORATED
Date: April 23, 2026		By:		/s/ Douglas H. Liedberg
				Name:		Douglas H. Liedberg
				Title:		Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary

3

FAQ

What was the quorum at Dana (DAN) 2026 annual shareholder meeting?

Dana reached a strong quorum, with 98,312,359 shares represented, equal to 89.74% of its 109,556,506 outstanding common shares. This level of participation allowed all four proposals on the agenda to be validly considered and voted on.

Were Dana (DAN) directors re-elected at the April 2026 annual meeting?

Yes. Shareholders elected eight directors to one-year terms expiring in 2027. Each nominee, including Byron S. Foster and H. Olivia Nelligan, received substantially more votes "for" than "withhold," along with broker non-votes reported separately in the results.

Did Dana (DAN) shareholders approve executive compensation in 2026?

Yes, shareholders approved Dana’s non-binding advisory vote on executive compensation. The proposal received 91,033,858 votes for, 2,460,716 against, and 75,612 abstentions, with 4,742,173 broker non-votes reported, indicating overall support for the current pay practices.

Was PricewaterhouseCoopers ratified as Dana (DAN) auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Dana’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 95,864,515 for, 2,331,980 against, and 115,864 abstentions, with no broker non-votes reported on this item.

What happened to the shareholder proposal for an independent chair at Dana (DAN)?

The shareholder proposal to require an independent Board Chairman did not pass. It received 25,853,976 votes for, 67,642,472 against, and 73,738 abstentions, with 4,742,173 broker non-votes, so the company is not required to adopt an independent chair structure.

How many Dana (DAN) shares were outstanding on the 2026 meeting record date?

Dana reported 109,556,506 outstanding shares of common stock entitled to vote at the annual meeting. Of these, holders of 98,312,359 shares were represented in person or by proxy, meeting the quorum requirement to conduct official shareholder business.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB