DANA Inc 8-K

What Happened DANA Inc (DAN) held its Annual Meeting of Shareholders on April 22, 2026 and filed an 8‑K (Item 5.07) reporting final vote results. A quorum was present with 98,312,359 shares represented (89.74% of 109,556,506 outstanding shares). All eight director nominees were elected and shareholders approved the non‑binding advisory vote on executive compensation and ratified PricewaterhouseCoopers LLP as auditor; a shareholder proposal to require an independent board chairman did not pass.

Key Details

• Quorum: 98,312,359 votes represented (89.74% of 109,556,506 outstanding shares).
• Directors elected (votes FOR / WITHHOLD / broker non‑votes 4,742,173):
  • Byron S. Foster: 91,756,073 FOR; 1,814,113 WITHHOLD
  • Ernesto M. Hernàndez: 90,265,942 FOR; 3,304,244 WITHHOLD
  • Bridget E. Karlin: 92,415,439 FOR; 1,154,747 WITHHOLD
  • Nora E. LaFreniere: 89,743,779 FOR; 3,826,407 WITHHOLD
  • Michael J. Mack, Jr.: 90,066,789 FOR; 3,503,397 WITHHOLD
  • R. Bruce McDonald: 91,835,451 FOR; 1,734,735 WITHHOLD
  • H. Olivia Nelligan: 93,298,063 FOR; 272,123 WITHHOLD
  • Diarmuid B. O’Connell: 89,886,339 FOR; 3,683,847 WITHHOLD
• Advisory vote on executive compensation (say‑on‑pay): 91,033,858 FOR; 2,460,716 AGAINST; 75,612 ABSTAIN; broker non‑votes 4,742,173.
• Auditor ratification: PricewaterhouseCoopers LLP ratified — 95,864,515 FOR; 2,331,980 AGAINST; 115,864 ABSTAIN.
• Shareholder proposal to require an independent Board chairman failed: 25,853,976 FOR; 67,642,472 AGAINST; 73,738 ABSTAIN (broker non‑votes 4,742,173).

Why It Matters These results confirm board continuity (all incumbent nominees elected) and shareholder support for Dana’s executive compensation approach in a non‑binding advisory vote. Ratification of PwC continues the company’s auditor relationship for fiscal 2026. The rejection of the independent‑chair proposal means the company will maintain its current chair structure unless the board acts otherwise. Investors can view these outcomes as governance signals related to board composition, oversight and management accountability.