Dana Annual Meeting: Shareholder Push for Independent Chair Fails, CFO Targets $300M Buybacks

Key Points

• A shareholder proposal to require an independent board chairman failed with only about 27% support, leaving R. Bruce McDonald to remain chairman as Byron Foster transitions to CEO on July 1.
• All eight directors were re-elected and shareholders approved the advisory vote on executive compensation and the ratification of PwC as auditor, each receiving roughly 95–97% support.
• CFO Timothy Kraus said the company is targeting $300 million in stock buybacks for 2026.

Dana NYSE: DAN held its 2026 Annual Meeting of Shareholders as a virtual event, with Chairman and Chief Executive Officer R. Bruce McDonald presiding and introducing members of management, the board, and the company’s independent auditor.

McDonald was joined by Douglas H. Liedberg, senior vice president, chief legal and human resources officer, and corporate secretary, who acted as secretary of the meeting. Also present were Byron S. Foster, president of the Light Vehicle Systems Group and the company’s incoming CEO effective July 1; Timothy R. Kraus, senior vice president and CFO; and Diarmuid B. O’Connell, lead independent director. A representative of PricewaterhouseCoopers (PwC) attended as the independent auditor.

Board and leadership updates

McDonald recognized the retirement of longtime director Keith Wandell, who is departing the board after 18 years of service, including time as chairman and most recently as lead independent director. McDonald credited Wandell with “a deep knowledge of corporate governance, sound business judgment,” and a commitment to the company’s values.

McDonald also noted Foster’s upcoming transition to CEO on July 1. During the meeting, shareholder John Chevedden referenced that following the transition, McDonald would remain as chairman while Foster becomes CEO.

Quorum and voting matters

A representative of Broadridge Financial Services, serving as Inspector of Elections, confirmed that 89% of shares issued and outstanding were present by proxy, constituting a quorum, according to the operator.

Shareholders voted on four items:

• Election of eight directors for one-year terms
• A non-binding advisory vote on executive compensation
• Ratification of PwC as independent registered public accounting firm for fiscal year ending Dec. 31, 2026
• A shareholder proposal requesting an independent board chairman

Shareholder proposal on independent chair fails

The meeting included a shareholder proposal from John Chevedden seeking an “enduring policy” to separate the roles of chairman and CEO, with the chairman required to be an independent director. Chevedden argued that an independent chair would improve governance through “impartiality, objective oversight, and external expertise,” and stated that an independent lead director “shall not be a substitute for an independent board chairman.”

Chevedden asked shareholders to vote in favor of the proposal, emphasizing that, after the CEO transition, McDonald would remain chairman but “will then not be an independent chairman of the board.”

As stated during the meeting, the company’s board recommended shareholders vote against the proposal. Preliminary voting results showed approximately 27% of shares voted in favor, and the proposal did not pass.

Voting results: directors elected; pay and auditor proposals approved

Liedberg announced preliminary results based on the Inspector of Election’s certificate. For the director election, at least 95% of shares entitled to vote supported the election of each nominee: Byron S. Foster, Ernesto M. Hernández, Bridget E. Karlin, Nora E. LaFreniere, Michael J. Mack Jr., R. Bruce McDonald, H. Olivia Nelligan, and Diarmuid B. O’Connell.

Shareholders also approved the advisory vote on executive compensation, with approximately 97% of shares voting in favor, Liedberg said. The ratification of PwC as the independent registered public accounting firm for the fiscal year ending Dec. 31, 2026 was also approved with approximately 97% support.

2026 share repurchase target disclosed in Q&A

Following the formal adjournment, the company took a single shareholder question regarding planned share repurchases. In response, CFO Timothy R. Kraus said, “For 2026, we’re targeting $300 million being spent on stock buybacks.”

McDonald then closed the session, thanking shareholders for their interest in the company.

About Dana NYSE: DAN

Dana Incorporated is a global leader in the design and manufacture of drivetrain, sealing, and thermal-management technologies for the automotive, commercial vehicle, off-highway and industrial markets. The company's product portfolio includes axles, driveshafts, transmissions, e-Propulsion systems and thermal-management assemblies that help improve fuel efficiency, reduce emissions and enhance vehicle performance. Dana's expertise spans internal combustion and electrified powertrains, positioning it to support both traditional and next-generation mobility solutions.

Founded in 1904 by Clarence W.

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