Good morning, and welcome to Dana Incorporated's 2026 Annual Meeting of Shareholders. I would like to introduce Mr. R. Bruce McDonald, Chairman of the Board and Chief Executive Officer of Dana Incorporated.
Good morning, and thanks for joining Dana's 2026 Annual Meeting of Shareholders. With me today is Douglas H. Liedberg, Senior Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary of Dana, who will act as secretary of the meeting. We also have Byron S. Foster, President of our Light Vehicle Systems Group and our incoming Chief Executive Officer, who will formally assume that position beginning July 1st of this year. Also with us is Tim Kraus, Senior Vice President and Chief Financial Officer of Dana, and Diarmuid B. O'Connell, Dana's Lead Independent Director. Also present with us today is a representative of PricewaterhouseCoopers, our independent auditor. I would also like to recognize other members of our board of directors who are present here today. They are Ernesto M. Hernández, Bridget E. Karlin, Nora E. LaFreniere, Michael J. Mack Jr., and H. Olivia Nelligan.
Before we move on, I would like to take a minute to recognize and thank Keith Wandell, who's retiring from our board following 18 years of service, including serving as chairman and most recently as our lead independent director. Keith has brought a deep knowledge of corporate governance, sound business judgment, a strong commitment to the values of our company, and on behalf of the board, the management team, and our shareholders, I want to thank Keith personally for his leadership and contributions to Dana. We wish him all the best in his retirement. In accordance with the notice of the meeting, I will call the 2026 annual meeting of shareholders of Dana Incorporated to order. Doug, can you please begin the formal business matters of the meeting?
Thank you, Bruce. For our shareholder meeting today, we will be using established virtual meeting procedures. The meeting rules and agenda are available on the meeting website. Shareholders wishing to vote their shares during this meeting may do so now through the closing of the polls by logging into the meeting website and clicking the Vote Here button. If you have previously voted by proxy and do not wish to change your vote, no further action is required. After the formal meeting is adjourned, we will answer questions submitted during the meeting. Shareholders can submit questions by typing them into the text box on the meeting website through the end of the Q&A session.
A representative of Broadridge Financial Services, our Inspector of Elections, has confirmed the count of shares present prior to the meeting and indicated that 89% of the shares issued and outstanding, voting stock, are present by proxy, which represents a quorum to commence the meeting. The first proposal for today's meeting is the election of directors to hold office for a term of one year until the 2027 Annual Meeting of Shareholders or until the election and qualification of their successors. The nominees are Byron S. Foster, Ernesto M. Hernández, Bridget E. Karlin, Nora E. LaFreniere, Michael J. Mack Jr., R. Bruce McDonald, H. Olivia Nelligan, and Diarmuid B. O'Connell. The second proposal is to approve a non-binding advisory resolution with respect to executive compensation.
The third proposal is to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Finally, one shareholder, John Chevedden, has provided notice to present a proposal to be considered. Operator, please open the line for Mr. Chevedden.
Hello, this is John Chevedden, proposal four, independent board chairman. Charles requested the board of directors adopt an enduring policy and amend the governing documents, including the corporate governance guidelines, in order that two separate people hold the office of the chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director. An independent lead director shall not be a substitute for an independent board chairman. The board shall have the discretion to select an interim chairman of the board who is not an independent director to serve while the board is required to seek an independent chairman of the board on an accelerated basis.
This policy could be phased in when there is a contract renewal for a current CEO or for the next CEO transition, although it is better to adopt this now in order to obtain the maximum benefit. An independent board chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. When Byron Foster becomes CEO, Bruce McDonald will remain as chairman only, and Mr. McDonald will then not be an independent chairman of the board. Please vote yes, independent board chairman, proposal four.
Thank you, Mr. Chevedden. As set forth in the company's proxy statement, the board of directors recommends that our shareholders vote against this proposal. That concludes the presentation of the proposals, and the polls are now closed. We will now announce the voting results for each of the proposals presented at today's meeting. The results are based on the preliminary certificate of the Inspector of Election, which was provided at the beginning of this meeting. The final certificate of the Inspector of Election will be filed with and reflected in the minutes of this meeting. For the first proposal regarding the election of directors, the results are that at least 95% of the shares entitled to vote on the matter were in favor of the election of each director nominee. Each of the nominees is therefore elected until his or her respective successor has been elected and qualified.
For the second proposal, to approve the non-binding advisory vote on executive compensation, the results are that approximately 97% of the shares entitled to vote on the matter were voted in favor and the proposal has been approved. For the third proposal, the ratification of the appointment of PricewaterhouseCoopers LLP, as the independent registered public accounting firm for the fiscal year ending December 31, 2026, the results are that approximately 97% of the shares entitled to vote on the matter were voted in favor and the proposal has been ratified. Finally, regarding the shareholder proposal to require an independent board chair, the preliminary certificate of the Inspector of Election states that approximately 27% of the shares entitled to vote on the matter were voted in favor of the proposal, so this proposal has not been approved.
All right. Thank you, Doug. This concludes the business portion of our meeting. The formal meeting is hereby adjourned. We will now answer relevant questions from our shareholders received through the meeting website. Are there any questions?
Yes, Bruce, we have one question. I'll direct that to Tim Kraus. Tim, how much will be spent on share repurchases in 2026?
For 2026, we're targeting $300 million being spent on stock buybacks.
Thank you, Tim. Bruce, that's the only question we have.
Okay. With that, we will end the call. Thank you for your interest in Dana. Have a good day.
The meeting has now concluded. Thank you for joining, and have a pleasant day.