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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): August 26, 2020

MERITOR, INC.
(Exact name of registrant as specified in its charter)

Indiana       1-15983       38-3354643
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
 
 
2135 West Maple Road
Troy, Michigan
(Address of principal executive offices)
 
48084-7186
(Zip code)

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))
 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on
which registered
Common Stock, $1 Par Value MTOR New York Stock Exchange

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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 26, 2020, Meritor, Inc. (the “Company”) determined to fully restore the retainer fees paid to non-employee directors and fully restore the base pay for its salaried employees in the United States and Canada, including for its executive officers. Effective September 1, 2020, the current reduction in retainer fees for non-employee directors of 20 percent will be fully restored to pre-pandemic amounts. Also effective September 1, 2020, the current reduction in pay for salaried employees of 10 to 20 percent of base pay will be fully restored to pre-pandemic amounts, including for the Company’s named executive officers. The target bonus award and the performance targets for fiscal year 2020 under the Company’s Incentive Compensation Plan, Special Incentive Plan and the long-term incentive target for the three-year performance period of fiscal 2020 to 2022 established pursuant to the Company’s 2020 Long-Term Incentive Plan for each named executive officer remain unchanged.

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SIGNATURE

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.

      MERITOR, INC.
(Registrant)
  
 
Date: August 31, 2020 By:  /s/ Hannah S. Lim-Johnson
Hannah S. Lim-Johnson
Senior Vice President, Chief Legal Officer &
Corporate Secretary

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