Item 2.02. Results of Operations and Financial Condition
On January 30, 2013, Meritor, Inc. ("Meritor") issued a press release and will
hold a conference call regarding its financial results for the first quarter
ended December 31, 2012. The release is furnished as Exhibit 99a to this Form
8-K. The presentation by Meritor accompanying the above-referenced conference
call will be posted on the Meritor website (www.meritor.com).
The information in item 2.02 of this Form 8-K and the exhibit attached hereto
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall they be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Meritor announced today that Timothy Bowes, Vice President and President,
Commercial Truck & Industrial, delivered notice to Meritor on January 25, 2013
of his intent to resign his position with Meritor in order to pursue other
opportunities. This resignation was effective immediately.
On January 29, 2013, the Board of Directors of Meritor appointed Jeffrey A.
Craig, Senior Vice President and Chief Financial Officer of Meritor, to the
position of Senior Vice President and President, Commercial Truck & Industrial,
effective February 4, 2013.
Also on January 29, 2013, the Board of Directors of Meritor appointed Kevin
Nowlan as Vice President and Chief Financial Officer of Meritor and Brett
Penzkofer as Controller, which is the principal accounting officer of Meritor,
in each case effective February 4, 2013.
Mr. Nowlan, 41, has been Controller of Meritor since 2010 and Treasurer of
Meritor from July 2009 until his appointment as Controller. From 2008 to 2009,
he served as Assistant Treasurer of Meritor and from 2007 to 2008 served as vice
president of Shared Services of Meritor. Prior to that, he was director of
Capital Planning for General Motors Acceptance Corp. ("GMAC") from 2006 to 2007
and worked in various roles at GMAC and General Motors Company since 1995.
Mr. Penzkofer, 43, has been Senior Director, Finance, of Meritor since 2011 and
was Senior Director, Investor Relations, from 2009 to 2011. Mr. Penzkofer served
in a number of financial roles at Meritor prior to that time. He joined Meritor
in 2006 and worked in various roles at DaimlerChrysler Corporation prior to
joining Meritor.
There are no family relationships, as defined in Item 401 of Regulation S-K of
the rules and regulations under the Securities Exchange Act of 1934 ("Regulation
S-K") between Mr. Nowlan or Mr. Penzkofer and any director, executive officer or
person nominated to become a director or executive officer of Meritor. No
officer of Meritor was selected pursuant to any arrangement or understanding
between him or her and any person other than Meritor. In addition, neither Mr.
Nowlan nor Mr. Penzkofer had a direct or indirect material interest in any
transaction that would be required to be disclosed under Item 404(a) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99a - Press release of Meritor, Inc., dated January 30, 2013