DAN 8-K filed 2026 · insiderdelta

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 22, 2026 (the “Annual Meeting”), shareholders considered four proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 13, 2026 for the Annual Meeting of Shareholders. The holders of record of 98,312,359 shares, or 89.74% of Dana’s 109,556,506 outstanding shares of common stock, were represented in person or by proxy, constituting a quorum and more than a majority of the shares entitled to vote.

The vote results detailed below represent final results as certified by the Inspector of Election:

PROPOSAL I - Election of eight directors for a one-year term expiring in 2027 or upon the election and qualification of their successors:

FOR

WITHHOLD

BROKER NON-VOTES

Byron S. Foster

91,756,073

1,814,113

4,742,173

Ernesto M. Hernàndez

90,265,942

3,304,244

4,742,173

Bridget E. Karlin

92,415,439

1,154,747

4,742,173

Nora E. LaFreniere

89,743,779

3,826,407

4,742,173

Michael J. Mack, Jr.

90,066,789

3,503,397

4,742,173

R. Bruce McDonald

91,835,451

1,734,735

4,742,173

H. Olivia Nelligan

93,298,063

272,123

4,742,173

Diarmuid B. O’Connell

89,886,339

3,683,847

4,742,173

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

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

91,033,858

2,460,716

75,612

4,742,173

PROPOSAL III – Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

95,864,515

2,331,980

115,864

PROPOSAL IV – Shareholder proposal to require an independent Board Chairman:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

25,853,976

67,642,472

73,738

4,742,173

DAN Dana Inc - 8-K

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