UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As further described below in Item 5.07 of this Current Report on Form 8-K, on May 7, 2025, at the annual meeting of stockholders (the “annual meeting”) of Allison Transmission Holdings, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Exculpation Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to allow for exculpation of the Company’s officers from liability in specific circumstances. On May 8, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation that sets forth the Exculpation Amendment (the “Certificate of Amendment”).
A description of the Exculpation Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2025 in the section entitled “Proposal No. 3—Approval of the amendment to our Second Amended and Restated Certificate of Incorporation to provide for exculpation of officers.” The foregoing description of the Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 7, 2025, the Company held its annual meeting. At the annual meeting, stockholders took the following actions:
| • | elected nine directors for one-year terms ending at the 2026 annual meeting of stockholders (Proposal 1); |
| • | ratified the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2025 (Proposal 2); |
| • | approved the Exculpation Amendment (Proposal 3); |
| • | approved, in an advisory, non-binding vote, the compensation paid to the Company’s named executive officers (“Executive Compensation”) (Proposal 4); and |
| • | approved, in an advisory, non-binding vote, the holding of future advisory votes on Executive Compensation every year (Proposal 5). |
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors.
| NOMINEES |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| Judy L. Altmaier |
72,740,255 | 2,886,406 | 65,966 | 3,517,038 | ||||
| D. Scott Barbour |
74,977,434 | 661,378 | 53,815 | 3,517,038 | ||||
| Philip J. Christman |
66,603,862 | 9,040,621 | 48,144 | 3,517,038 | ||||
| David C. Everitt |
73,797,034 | 1,847,324 | 48,269 | 3,517,038 | ||||
| David S. Graziosi |
72,027,820 | 3,616,454 | 48,353 | 3,517,038 | ||||
| Carolann I. Haznedar |
74,257,666 | 1,368,756 | 66,205 | 3,517,038 | ||||
| Sasha Ostojic |
75,306,249 | 339,023 | 47,355 | 3,517,038 | ||||
| Gustave F. Perna |
75,003,486 | 640,920 | 48,221 | 3,517,038 | ||||
| Krishna Shivram |
75,356,311 | 288,642 | 47,674 | 3,517,038 |
Proposal 2 – Ratification of Appointment of PwC.
| FOR |
AGAINST |
ABSTAIN | ||
| 77,991,978 | 1,165,976 | 51,711 |
Proposal 3 – Approval of the Exculpation Amendment.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 66,634,949 | 8,933,600 | 124,078 | 3,517,038 |
Proposal 4 – Advisory Vote on Executive Compensation.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 70,051,958 | 5,559,769 | 80,900 | 3,517,038 |
Proposal 5 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.
| 1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKER NON-VOTES | ||||
| 73,688,892 | 25,693 | 1,941,219 | 36,823 | 3,517,038 |
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 Executive Compensation 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 2031.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit Number |
| |
| 3.1 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 9, 2025 | By: | /s/ Eric C. Scroggins | ||||
| Name: | Eric C. Scroggins | |||||
| Title: | Vice President, General Counsel and Assistant Secretary | |||||