FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 8, 2013

 

 

ALLISON TRANSMISSION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
  001-35456
  26-0414014

(State or other jurisdiction

of incorporation)

 

(Commission

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 8, 2013, Allison Transmission Holdings, Inc. (the “Company”) held its annual meeting of stockholders. At the meeting, stockholders took the following actions:

 

   

elected three (3) directors for three-year terms ending at the 2016 annual meeting of stockholders (Proposal 1);

 

   

approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 2);

 

   

approved, on a non-binding, advisory basis, the holding of future advisory votes on the compensation paid to the Company’s named executive officers every three years (Proposal 3); and

 

   

ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013 (Proposal 4).

The vote tabulation for each proposal follows:

Proposal 1 – Election of Directors.

 

Nominees

   FOR      WITHHELD      BROKER NON-VOTES  

David F. Denison

     179,938,007         356,446         1,640,381   

Gregory S. Ledford

     175,706,624         4,587,829         1,640,381   

Seth M. Mersky

     175,695,902         4,598,551         1,640,381   

Proposal 2 – Advisory Vote on Executive Compensation.

 

FOR    AGAINST    ABSTAIN    BROKER NON-VOTES
173,203,152    6,885,151    206,150    1,640,381

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

 

3 YEARS    2 YEARS    1 YEAR    ABSTAIN    BROKER NON-VOTES
157,457,300    14,024    22,816,797    6,332    1,640,381

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 three years 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 2019.

Proposal 4 – Ratification of Appointment of PwC.

 

FOR    AGAINST    ABSTAIN
181,924,919    6,908    3,007


SIGNATURES

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 14, 2013    
  By:  

/s/ Eric C. Scroggins

  Name:   Eric C. Scroggins
  Title:   Vice President, General Counsel and Secretary