Dana (DAN) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 22, 2026, with shareholders able to vote and submit questions online.

• Key 2025 achievements include the divestiture of the Off-Highway business, $704 million returned to shareholders, $1.9 billion in debt reduction, and a 20% dividend increase.

• The company is focused on becoming a streamlined, high-margin provider of traditional and electrified vehicle technologies, with a $325 million cost reduction program and a new CEO transition planned for July 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, and a shareholder proposal for an independent board chairman.

• The board recommends voting for all director nominees, for executive compensation and auditor ratification, and against the independent chairman proposal.

• The independent chairman proposal is opposed by the board, which cites the upcoming separation of CEO and chairman roles and the strength of the Lead Independent Director position.

Board of directors and corporate governance

• Eight directors are nominated, with six deemed independent; the board will separate the CEO and chairman roles effective July 1, 2026.

• The board maintains flexibility to combine or separate leadership roles as needed, with a robust Lead Independent Director role.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Annual board and committee self-evaluations are conducted, and succession planning is a key responsibility.