MERITOR, INC. (NYSE:MTOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 28, 2017, the Board of Directors of Meritor, Inc.
(the Company), to Section 7.01 of the Amended and Restated
Articles of Incorporation of the Company and Section 3.1 of the
Amended and Restated By-laws of the Company, (i) approved an
increase in the number of directors of the Company to nine (9),
(ii) elected David C. Parry to fill the newly created vacancy as
a Class III director with a term expiring at the 2018 annual
meeting of shareholders and (iii) appointed Mr. Parry as a member
of the compensation and management development committee, in each
case effective as of April 20, 2017. A copy of the Companys Press
Release with respect to Mr. Parrys appointment is attached hereto
as Exhibit 99-a and incorporated herein by reference.
As a non-employee director of the Company, Mr. Parry will receive
an annual cash retainer of $90,000 for Board service.
Non-employee directors also receive fees of $1,500 for attendance
at each standing and special committee meeting ($750 for each
telephone meeting). As part of director compensation, each
non-employee director is also entitled to receive an annual
equity grant equal to a value of approximately $100,000, in the
form of restricted stock or restricted share units, at the
directors discretion. The restricted stock and restricted share
units vest upon the earliest of (i) three years from the date of
grant or (ii) the date the director resigns or ceases to be a
director under circumstances the Board determines not to be
adverse to the best interests of the Company. In connection with
his appointment, Mr. Parrys annual cash retainer and equity award
will be pro-rated for his time of service for the current year.
There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr. Parry and any of the Companys
executive officers and any director, executive officer or person
nominated to become a director or executive officer. Mr. Parry
was not selected to any arrangement or understanding between him
and any person other than the Company. In addition, Mr. Parry did
not have a direct or indirect material interest in any
transaction that would be required to be disclosed under Item
404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99-a | Press Release dated March 6, 2017. |
About MERITOR, INC. (NYSE:MTOR)
Meritor, Inc. is a supplier of a range of integrated systems, modules and components to original equipment manufacturers (OEMs) and the aftermarket for the commercial vehicle, transportation and industrial sectors. The Company’s segments include Commercial Truck & Industrial and Aftermarket & Trailer. The Commercial Truck & Industrial segment supplies drivetrain systems and components, including axles, drivelines and braking and suspension systems, for medium- and heavy-duty trucks, off-highway, military, construction, bus and coach, fire and emergency and other applications in North America, South America, Europe and Asia Pacific. The Commercial Truck & Industrial segment also includes the Company’s aftermarket businesses in Asia Pacific and South America. The Aftermarket & Trailer segment supplies axles, brakes, drivelines, suspension parts and other replacement and remanufactured parts to commercial vehicle aftermarket customers in North America and Europe. MERITOR, INC. (NYSE:MTOR) Recent Trading Information
MERITOR, INC. (NYSE:MTOR) closed its last trading session down -0.15 at 16.50 with 973,546 shares trading hands.