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DAN > SEC Filings for DAN > Form 8-K on 25-Apr-2013All Recent SEC Filings

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Form 8-K for DANA HOLDING CORP


25-Apr-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

At Dana Holding Corporation's ("Dana") Annual Meeting of Shareholders held on April 23, 2013 (the "Annual Meeting"), shareholders considered three proposals that are described in more detail in Dana's definitive proxy statement dated March 14, 2013 for the Annual Meeting of Shareholders. There were 212,644,833 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. With the exception of Proposal IV that was not properly presented at the meeting and was therefore not acted upon by the shareholders, each of the 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:

PROPOSAL I - Election of seven directors for a one-year term expiring in 2014 or upon the election and qualification of their successors:

                                              FOR            WITHHOLD
              Virginia A. Kamsky           151,382,264          826,405
              Terrence J. Keating          150,165,552        2,043,117
              Joseph C. Muscari            151,382,180          826,489
              Steven B. Schwarzwaelder     151,325,546          883,123
              Richard F. Wallman           137,285,655       14,923,014
              Keith E. Wandell             150,476,147        1,732,522
              Roger J. Wood                151,902,372          306,297

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

FOR AGAINST ABSTAIN BROKER NON-VOTE
138,125,210 2,737,352 11,346,107 5,438,601

PROPOSAL III - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013:

FOR AGAINST ABSTAIN
156,845,208 718,971 83,091

PROPOSAL IV - Consider a shareholder proposal for executives to retain significant stock:

Neither the proponent of this proposal nor a representative was in attendance to properly present the proposal at the meeting as required by SEC Rule 14a-8. Accordingly, no vote was taken on this shareholder proposal.


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