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ALSN > SEC Filings for ALSN > Form 8-K on 7-Aug-2014All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Seth Mersky

On August 6, 2014, Seth Mersky, one of the Onex Corporation's designees to the Board of Directors ("Board") of Allison Transmission Holdings, Inc. (the "Company"), notified the Board that he was resigning as a director of the Company effective as of August 7, 2014. Mr. Mersky's decision to resign was not as a result of any disagreement with the Company.

Appointment of New Director

On August 7, 2014, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed David Everitt to serve as a Class I member of the Company's Board, with a term to expire at the Company's 2016 annual meeting of stockholders. The appointment of Mr. Everitt fills the vacancy created by Mr. Mersky's resignation. Mr. Everitt has not been appointed to serve on any committees of the Board at this time.

As a non-management director, Mr. Everitt will receive compensation in accordance with the Company's Amended and Restated Non-Employee Director Compensation Policy. (See the Amended and Restated Non-Employee Director Compensation Policy filed as Exhibit 10.39 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 with the Securities and Exchange Commission ("SEC") on July 25, 2014.) In addition, it is expected that Mr. Everitt will execute the Company's standard form of director indemnification agreement. (See Form of Director Indemnification Agreement filed as Exhibit 10.9 to Amendment No. 2 to the Company's Registration Statement on Form S-1 filed with the SEC on May 16, 2011.)

There was no arrangement or understanding pursuant to which Mr. Everitt was elected as a director, and there are no related party transactions between the Company and Mr. Everitt.

A copy of the Company's press release announcing the appointment of Mr. Everitt to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number     Description

99.1       Press Release issued by Allison Transmission Holdings, Inc., dated August
           7, 2014.

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