SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2019
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File No.)||Identification No.)|
2135 West Maple Road
(Address of principal executive offices)
Registrant’s telephone number, including area code: (248) 435-1000
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))
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2019, Kevin Nowlan, senior vice president and president, Trailer, Components and chief financial officer of Meritor, Inc. (the “Company”), tendered his resignation to accept a chief financial officer position with another company to be announced in the near future.
On March 13, 2019, the Company announced that its Board of Directors had appointed Carl D. Anderson, II, age 49, as the Company’s senior vice president and chief financial officer, effective immediately. Mr. Anderson previously served as the Company’s group vice president, Finance since March 2018. Mr. Anderson has held various positions within the Company since September 2006, including: director, capital markets from September 2006 to July 2009; assistant treasurer from July 2009 to February 2012 and vice president and treasurer from February 2012 to March 2018. Prior to joining the Company, Mr. Anderson worked in various roles at First Chicago NBD Bank and GMAC from 1992 through September 2006.
Joe Plomin will assume expanded responsibility for the Company’s Trailer and Components businesses as senior vice president and president, Aftermarket & Industrial and Trailer.
The Company’s press release announcing Mr. Anderson’s appointment and Mr. Plomin’s expanded responsibility is attached hereto as Exhibit 99-a and is incorporated herein by reference.
There are no relationships or arrangements regarding Mr. Anderson that are required to be disclosed pursuant to Item 401(b), 401(d) or 404(a) of Regulation S-K.
The Company is currently reviewing Mr. Anderson’s and Mr. Plomin’s compensation arrangements in connection with the foregoing and will disclose any material changes thereto in an amendment to this Form 8-K following their effectiveness.
Item 9.01. Financial Statements and Exhibits.
|99-a||Press Release dated March 13, 2019.|
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.
|Date: March 13, 2019||By:||/s/ April Miller Boise|
|April Miller Boise|
|Senior Vice President, Chief Legal Officer &|
Meritor Announces Appointment of Carl Anderson
as Senior Vice President and Chief Financial Officer
TROY, Mich., (March 13, 2019) – Meritor, Inc. (NYSE: MTOR) today announced that Carl Anderson, group vice president, Finance, has been appointed senior vice president and chief financial officer, effective immediately. Anderson’s appointment follows Kevin Nowlan’s decision to resign from his role as senior vice president and president, Trailer and Components and chief financial officer to accept a chief financial officer position with another company to be announced in the near future. Joe Plomin is appointed senior vice president and president, Aftermarket & Industrial and Trailer, and will assume expanded responsibility for the Trailer and Components businesses.
Jay Craig, CEO and president, said, “I am confident that today’s appointments will ensure a seamless transition for all of Meritor’s stakeholders. Carl has been a key member of our organization for the last 13 years and we are fortunate to have someone of his caliber step into the CFO role. Additionally, Joe’s deep knowledge of our business makes him ideally positioned to take on the additional responsibility of leading our Trailer and Components businesses. With our deep bench, leading market positions and talented employees, Meritor is strongly positioned to continue driving value for our shareholders.”
Craig continued, “Kevin’s contributions over the years have helped position Meritor as a global leader with a strong platform for growth and value creation. We wish Kevin the best in his future endeavors as we remain focused on executing on our M2022 objectives.”
“As I prepare to start the next chapter of my career, I am grateful for my experience at Meritor and take great pride in the value we have created,” said Nowlan. “It has been a privilege to work alongside the company’s dedicated team, and I believe Meritor is well-positioned for continued success.”
About Carl Anderson
Carl Anderson has served as Meritor’s group vice president, Finance, since March 2018. In this position, he has responsibility for Treasury, Investor Relations, Mergers and Acquisitions, Corporate Real Estate, Operational Finance, Shared Services and Accounting. Anderson joined Meritor in 2006 as the director of capital markets, holding positions of increasing responsibility. Before joining Meritor, he held a variety of finance and treasury roles at First Chicago NBD Bank and GMAC for more than 10 years.
Anderson earned a Bachelor of Arts in economics from Michigan State University and holds a Master of Business Administration from Wayne State University.
Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicle and industrial markets. With more than a 100-year legacy of providing innovative products that offer superior performance, efficiency and reliability, the company serves commercial truck, trailer, off-highway, defense, specialty and aftermarket customers around the world. Meritor is based in Troy, Mich., United States, and is made up of approximately 8,600 diverse employees who apply their knowledge and skills in manufacturing facilities, engineering centers, joint ventures, distribution centers and global offices in 19 countries. Meritor common stock is traded on the New York Stock Exchange under the ticker symbol MTOR. For important information, visit the company's website at www.meritor.com.