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DAN > SEC Filings for DAN > Form 8-K on 7-May-2014All Recent SEC Filings

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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 May 2, 2014 (the "Annual Meeting"), shareholders considered three proposals that are described in more detail in Dana's definitive proxy statement dated March 13, 2014 for the Annual Meeting of Shareholders. Including its Series B Preferred Stock on an as-if-converted basis for voting purposes, there were 157,896,791 shares of Dana common stock eligible to vote at the meeting. 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 2015 or upon the election and qualification of their successors:

                                            FOR           WITHHOLD
                 Virginia A. Kamsky      134,076,094       7,082,174
                 Terrence J. Keating     140,028,534       1,129,734
                 R. Bruce McDonald       140,708,461         449,807
                 Joseph C. Muscari       137,908,794       3,249,474
                 Mark A. Schulz          140,422,205         736,063
                 Keith E. Wandell        139,046,929       2,111,339
                 Roger J. Wood           140,858,698         299,570

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

124,253,033 10,328,478 6,576,757 11,035,526

PROPOSAL III-Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2014:

149,752,202 2,269,567 172,025

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