Allison Transmission Holdings Inc (Form: 8-K, Received: 05/09/2019 16:02:00)





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-35456   26-0414014

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


One Allison Way, Indianapolis, Indiana   46222
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (317) 242-5000

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class


Trading Symbol


Name of Each Exchange on which Registered

Common stock, $0.01 par value   ALSN   New York Stock Exchange




Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 8, 2019, the Company held its annual meeting of stockholders. At the meeting, stockholders took the following actions:



elected eleven directors for one-year terms ending at the 2020 annual meeting of stockholders (Proposal 1);



ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2018 (Proposal 2);



approved, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers (Proposal 3); and



approved, in an advisory, non-binding, vote, the holding of future advisory votes on the compensation paid to the Company’s named executive officers every year (Proposal 4).

The vote tabulation for each proposal follows:

Proposal 1 – Election of Directors.



   FOR      AGAINST      ABSTAIN  

Judy L. Altmaier

     109,447,152        118,778        40,430  

Stan A. Askren

     109,419,914        165,188        21,258  

Lawrence E. Dewey

     107,399,308        2,185,863        21,189  

David C. Everitt

     108,793,442        791,785        21,133  

Alvaro Garcia-Tunon

     106,250,326        3,334,971        21,063  

David S. Graziosi

     109,444,702        140,426        21,232  

William R. Harker

     109,007,115        441,813        157,432  

Carolann I. Haznedar

     109,294,492        270,877        40,991  

Richard P. Lavin

     109,372,633        212,544        21,183  

Thomas W. Rabaut

     108,487,180        1,097,997        21,183  

Richard V. Reynolds

     108,748,303        689,637        168,420  

Proposal 2 – Ratification of Appointment of PwC.







113,652,568    1,579,146    19,623

Proposal 3 – Advisory Vote on Executive Compensation.







99,966,967    9,333,773    305,620

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.









107,641,591    23,353    1,910,608    30,808

In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Board of Directors has determined that the Company will hold future advisory votes on the compensation paid to the Company’s named executive officers every year until the next required advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2025.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Allison Transmission Holdings, Inc.
Date: May 9, 2019     By:   /s/ Eric C. Scroggins
      Eric C. Scroggins
      Vice President, General Counsel and Secretary

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