Item 1.01 Entry Into a Material Definitive Agreement.

On January 7, 2022, Dana Incorporated (the "Company") entered into a Director Appointment and Nomination Agreement (the "Agreement") with Carl C. Icahn and the persons and entities listed therein, (collectively, the "Icahn Group"), pursuant to which the Company agreed to, on or prior to January 7, 2022 (i) increase the size of the board of directors of the Company (the "Board") to 12 directors; and (ii) appoint Gary Hu and Brett Icahn (collectively the "Icahn Designees") to the Board to fill the resulting vacancies, with such appointments effective on January 7, 2022. In addition, the Company has agreed to include each of the Icahn Designees as part of the Company's slate of nominees for election to the Board at the 2022 annual meeting.

From and after the date of the Agreement, so long as an Icahn Designee is a member of the Board, without the approval of the Icahn Designees who are members of the Board, the Board will not increase its size above 12 directors prior to the 2022 Annual Meeting and 11 directors after the 2022 annual meeting. In addition, the Icahn Group will be entitled, in the event any Icahn Designee resigns or for any reason fails to serve or is not serving as a director (subject to exceptions set forth in the Agreement, including as a result of such director not being nominated by the Company to stand for election at an annual meeting subsequent to the 2022 Annual Meeting or the termination of the Icahn Group's designation rights with respect to such director in accordance with the Agreement), to designate a replacement for appointment to the Board on the terms set forth in the Agreement.

So long as an Icahn Designee is a member of the Board, the Icahn Group will also have certain rights with respect to newly created committees as set forth in the Agreement. In addition, any Board consideration of appointment and employment of named executive officers, mergers, acquisitions of material assets, dispositions of material assets, or similar extraordinary transactions, such consideration, and voting with respect thereto, will take place only at the full Board level or in committees of which one of the Icahn Designees is a member.

If at any time the Icahn Group ceases to hold a "net long position", as defined in the Agreement, in at least (i) 8,654,048 of the Company's common shares, one of the Icahn Designees will, and the Icahn Group will cause one Icahn Designee to, promptly resign from the Board; and (ii) 4,327,024 of the Company's common shares, each of the Icahn Designees will, and the Icahn Group will cause each such Icahn Designee to, promptly resign from the Board.

So long as the Icahn Group holds "a net long position", as defined in the Agreement, in at least 7,211,705 of the Company's common shares, the Company will not adopt a Rights Plan, as defined in the Agreement, with an "Acquiring Person" beneficial ownership threshold below 20.0% of the then-outstanding common shares, unless (x) such Rights Plan provides that, if such Rights Plan is not ratified by the Company's stockholders within 270 days of such Rights Plan being adopted, such Rights Plan shall automatically expire and (y) the "Acquiring Person" definition of such Rights Plan exempts the Icahn Group up to a beneficial ownership of 19.95% of the then-outstanding common shares.

The Agreement also includes other customary voting, standstill and non-disparagement provisions. Absent an uncured breach of the material provisions of the Agreement by the Company, the standstill restrictions on the Icahn Group will remain in effect until the later of (i) the end of the 2022 Annual





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Meeting and (ii) such date as no Icahn Designee is on the Board and the Icahn Group no longer has any right to designate a replacement (including if the Icahn Group has irrevocably waived such right in writing).

The foregoing description is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

In connection with the entry into the Agreement, the Company and the Icahn Group will also enter into a Confidentiality Agreement concurrently with the appointment of the Icahn Designees to the Board, the form of which is included as Exhibit C to the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers? Election of Directors?


           Appointment of Certain Officers? Compensatory Arrangements of Certain
           Officers.

The description of the matters included under Item 1.02 are incorporated into this Item 5.02 by reference.

Item 7.01 Regulation FD Disclosure.

On January 7, 2022, the Company issued a press release announcing the Company's entry into the Agreement with the Icahn Group. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this item (including Exhibit 99.1) is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
   10.1         Director Nomination and Appointment Agreement, dated January 7, 2022,
              by and among the Icahn Group and Dana Incorporated
   99.1         Press Release issued by Dana Incorporated dated January 7, 2022
    104       Cover Page Interactive Data file (embedded within the Inline XBRL
              document)




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