Business Context and Reporting Period
This Form 8-K Current Report was filed by Dana Holding Corporation on February 3, 2012. The report addresses corporate governance changes specifically regarding the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Director Resignation: David P. Trucano tendered his resignation from the Board of Directors, effective February 3, 2012.
- Director Appointment: Brandt McKee was appointed to the Board of Directors on February 3, 2012, by the holders of the 4.0% Series A Preferred Convertible Stock.
- Governance Rights: The appointment was executed pursuant to the Restated Certificate of Incorporation and the Shareholders Agreement dated January 31, 2008, which grants Series A Preferred holders the right to appoint Mr. Trucano's successor.
- Committee Assignments: Mr. McKee will not currently serve on any Board committees.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items beyond the specific director transition described.
Key Facts for Investor Verification
- Confirm the effective date of David P. Trucano's resignation (February 3, 2012).
- Verify Brandt McKee's appointment as the Series A Preferred elected director.
- Review the Shareholders Agreement dated January 31, 2008, to understand the rights of Series A Preferred holders regarding board appointments.
- Note that the new director has not yet been assigned to any Board committees.