Shareholder Vote

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): April 20, 2022     Dana Incorporated (Exact name of registrant as specified in its charter)       Delaware   1-1063   26-1531856 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)   3939 Technology Drive , Maumee , Ohio 43537 (Address of principal executive offices) (Zip Code) (419) 887-3000 (Registrant’s telephone number, including area code)     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)) Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class   Trading Symbol   Name of Each Exchange on which Registered Common Stock, $.01 par value   DAN   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 5.07 Submission of Matters to a Vote of Security Holders At the Dana Incorporated (“Dana”) Annual Meeting of Shareholders held on April 20, 2022 (the “Annual Meeting”), shareholders considered three proposals that are described in more detail in Dana’s Definitive Proxy Statement dated March 10, 2022 for the Annual Meeting of Shareholders. The holders of record of 132,156,184 shares, or 91.25% of Dana’s 144,816,727 outstanding shares of common stock, were represented in person or by proxy, constituting a quorum and more than a majority of the shares entitled to vote. The vote results detailed below represent final results as certified by the Inspector of Election: PROPOSAL I - Election of ten directors for a one-year term expiring in 2023 or upon the election and qualification of their successors:       FOR   WITHHOLD   BROKER NON-VOTE Ernesto M. Hernàndez   125,553,973   1,201,617   5,400,594 Gary Hu   126,096,006   659,584   5,400,594 Brett M. Icahn   116,031,362   10,724,228   5,400,594 James K. Kamsickas   119,482,908   7,272,682   5,400,594 Virginia A. Kamsky   119,316,023   7,439,567   5,400,594 Bridget E. Karlin   122,269,461   4,486,129   5,400,594 Michael J. Mack, Jr.   125,123,697   1,631,893   5,400,594 R. Bruce McDonald   124,992,320   1,763,270   5,400,594 Diarmuid B. O’Connell   125,003,295   1,752,295   5,400,594 Keith E. Wandell   120,184,706   6,570,884   5,400,594 PROPOSAL II - Approval of a non-binding advisory vote on executive compensation:   FOR   AGAINST   ABSTAIN   BROKER NON-VOTE 119,797,670   6,800,558   157,362   5,400,594 PROPOSAL III - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022:   FOR   AGAINST   ABSTAIN 128,002,650   4,079,347   74,187   2 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.       DANA INCORPORATED Date: April 26, 2022   By:   /s/ Douglas H. Liedberg     Name:   Douglas H. Liedberg     Title:   Senior Vice President, General Counsel and Secretary   3