Edgar Filing: Allison Transmission Holdings Inc

Allison Transmission Holdings, Inc.

Date: February 23, 2017

/s/ Eric C. Scroggins

Eric C. Scroggins

Vice President, General Counsel and Secretary

8-K

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): February 22, 2017

ALLISON TRANSMISSION HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35456

26-0414014

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One Allison Way, Indianapolis, Indiana				46222
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (317) 242-5000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 22, 2017, David Denison, a member of the Board of Directors (the “Board”) of Allison Transmission Holdings, Inc. (the “Company”), notified the Board of his decision not to stand for re-election at the Company’s 2017 annual meeting of stockholders. Mr. Denison’s decision not to stand for re-election was not the result of any disagreement with the Company, management or the Board. Mr. Denison will continue to serve as a director and as a member of each of the Audit Committee and Nominating and Corporate Governance Committee of the Board until his current term expires at the 2017 annual meeting of stockholders to be held on May 11, 2017. The Board has approved a reduction in the size of the Board to ten members effective as of the date of the 2017 annual meeting of stockholders.

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.