Dana Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve the adoption of the Agreement and Plan of Merger, under which Eaton’s Mobility Business will be separated into Mobility (USA) Corporation, Merger Sub will merge with and into Dana, and Dana stockholders will receive SpinCo common stock, followed immediately by the Second Merger.

   More detail

   The proposal asks Dana stockholders to adopt the June 10, 2026 Merger Agreement with Eaton, Eaton Ohio, Mobility (USA) Corporation and Atlas Mobility Sub. The transaction separates Eaton’s Mobility Business into SpinCo and then combines that business with Dana through a Reverse Morris Trust structure. Merger Sub would merge into Dana, with Dana initially surviving as a wholly owned SpinCo subsidiary, and Dana would immediately merge into Second Merger Sub, which would survive as a wholly owned SpinCo subsidiary. Dana stockholders would receive SpinCo shares at a stated exchange ratio of one, subject to contractual adjustments, while former Eaton shareholders would hold 50.1% and former Dana stockholders 49.9% of SpinCo on a fully diluted basis. The combined company would be renamed Dana Incorporated and its shares would trade on the NYSE under the DAN ticker. Management is seeking approval because the Merger Proposal is the only Dana stockholder approval required to complete the transactions. The Board cites strategic benefits including greater scale, complementary powertrain and electrification technologies, a broader customer and end-market mix, expanded aftermarket capabilities and expected run-rate synergies of approximately $250 million within 24 months. The Board also considered risks including execution and integration challenges, increased indebtedness, dilution of current Dana holders, regulatory and tax conditions, restrictions on the combined company and possible failure to realize projected benefits. The Dana Board unanimously recommends voting FOR the proposal.

2. 2

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting, if necessary, to solicit additional proxies, establish a quorum, or allow time to file, mail and review supplemental or amended disclosures before the meeting.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting if additional procedural time is needed. The permitted purposes are to solicit additional proxies when the Merger Proposal lacks sufficient support, establish a quorum if too few shares are represented, or allow supplemental or amended disclosures to be filed, mailed and reviewed. The proposal does not itself approve or alter the merger transaction. It is a management proposal designed to preserve flexibility in conducting the meeting and obtaining a valid vote on the Merger Proposal. The quorum-related provision is important because the Merger Proposal requires approval by holders of a majority of all outstanding Dana shares entitled to vote. Adjournment could give Dana additional time to obtain voting instructions from record and beneficial holders, although broker non-votes are not expected because both matters are non-routine. Adjournment could also allow the company to address disclosure developments that outside counsel believes may require supplemental materials. Approval of this proposal is not conditioned on approval of the Merger Proposal, and failure to approve it would not independently defeat the merger if the Merger Proposal is otherwise approved. The Board recommends voting FOR because it considers the authority a practical safeguard for securing sufficient participation and completing legally appropriate disclosure steps.

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When is the Dana Inc 2026 special meeting?

Dana Inc (DAN) holds its 2026 special shareholder meeting on Monday, December 7, 2026.

What is the record date for the Dana Inc 2026 meeting?

The record date for the Dana Inc 2026 meeting is Thursday, October 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dana Inc's 2026 meeting?

The board is presenting 12 director nominees at the Dana Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dana Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Dana Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.