DANA Inc

This shareholder proposal asks the Board to adopt a permanent policy (and amend governing documents if necessary) to ensure the offices of Board Chairman and CEO are held by different individuals and that the Chairman is an independent director. It allows the Board to appoint a non-independent interim chairman only while seeking an independent chair and contemplates phased implementation tied to CEO contract renewal or transition. The proponent argues an independent chair would strengthen impartial oversight, accountability, and shareholder confidence and cites recent company challenges—such as sales softness, plant closures and reduced cash flow in 2025—as reasons to adopt the reform. The proposal was submitted by a shareholder (John Chevedden) and would require a majority vote of shares present and entitled to vote to be approved.