At Dana Holding Corporation's ("Dana") Annual Meeting of Shareholders held on April 24, 2012 (the "Annual Meeting"), shareholders considered four proposals that are described in more detail in Dana's definitive proxy statement dated March 15, 2012 for the Annual Meeting of Shareholders. There were 212,242,679 shares of Dana common stock, including our Series A Preferred and Series B Preferred Stock on an as-if-converted basis for voting purposes, eligible to vote at the meeting. Each of the Board's proposals was considered and approved by the requisite majority of votes cast or represented.

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

Election of seven directors for a one-year term expiring in 2013 or upon the election and qualification of their successors:

                                       FOR           WITHHOLD    BROKER NON-VOTE

       Virginia A. Kamsky           155,136,973      212,323        9,584,737

       Terrence J. Keating          155,113,501      235,795        9,584,737

       Joseph C. Muscari            148,892,583     6,456,713       9,584,737

       Steven B. Schwarzwaelder     155,055,823      293,473        9,584,737

       Richard F. Wallman           135,331,154     20,018,142      9,584,737

       Keith E. Wandell             148,891,908     6,457,388       9,584,737

       Roger J. Wood                155,075,160      274,136        9,584,737

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

Approval of 2012 Dana Holding Corporation Omnibus Incentive Plan:

Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2012: