meritor8k01262015.htm


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):  January 22, 2015
     
 
MERITOR, INC.
  
(Exact name of registrant as specified in its charter)
     
Indiana
  
1-15983
  
38-3354643
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File No.)
Identification No.)
     
 
2135 West Maple Road
  
 
Troy, Michigan
  
(Address of principal executive offices)
     
 
48084-7186
  
 
(Zip code)
  
     
Registrant’s telephone number, including area code:  (248) 435-1000
     
     
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:
     
[  ] 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
 
     Meritor held its 2015 Annual Meeting of Shareowners on January 22, 2015. At the meeting, the following matters were voted on and received the specified number of votes in favor, votes withheld or against, abstentions (if applicable) and broker non-votes:

(i)
Election of directors: The following individuals were elected to the Board of Directors, with terms expiring at the Annual Meeting of Shareowners in 2018. Voting results were as follows:


Name of Nominee
For
Withheld
Broker Non-Votes
David W. Devonshire
60,746,995
19,447,374
8,454,984
Victoria B. Jackson Bridges
60,250,245
19,944,124
8,454,984
Lloyd G. Trotter
77,930,704
2,263,665
8,454,984


(ii)
Approval of executive compensation: The shareowners approved, on an advisory basis, the compensation of the named executive officers as disclosed in Meritor’s definitive proxy statement for the 2015 Annual Meeting of Shareowners. Voting results were as follows:


For
Against
Abstain
Broker Non-Votes
76,627,700
2,423,429
1,143,240
8,454,984


(iii)
Appointment of auditors: The shareowners approved the ratification of the selection by the Audit Committee of the Board of Directors of the firm of Deloitte & Touche LLP as Meritor’s auditors. Voting results were as follows:


For
Against
Abstain
Broker Non-Votes
87,266,543
641,742
741,068
0


(iv)
Amended and Restated Incentive Compensation Plan: The shareowners approved the amended and restated Incentive Compensation Plan, including the performance goals. Voting results were as follows:

For
Against
Abstain
Broker Non-Votes
77,655,758
1,319,354
1,219,257
8,454,984

 
 

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SIGNATURE

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.

 
MERITOR, INC.
        (Registrant)
   
   
Date:   January 27, 2015
By:
/s/ Sandra J. Quick
   
Sandra J. Quick
   
Senior Vice President, General Counsel
and Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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