DEFA14A: Allison Transmission Updates Director Biographies Ahead of 2025 Annual Meeting

Allison Transmission issues a supplement to its definitive proxy statement to update the biographies of two board members, Gustave F. Perna and Krishna Shivram, to reflect their recent appointments to other company boards.

Summary

• Allison Transmission Holdings, Inc. has released a supplement to its definitive proxy statement filed on March 26, 2025.
• The supplement, dated April 7, 2025, updates the biographies of Gustave F. Perna and Krishna Shivram, who are members of the Board of Directors and director nominees.
• General Perna was appointed to the board of directors of Almonty Industries Inc. effective March 20, 2025.
• Mr. Shivram was appointed to the board of directors of Stem, Inc. effective March 17, 2025.
• These directorships were inadvertently omitted from their respective biographies in the original Proxy Statement.
• The Annual Meeting of Stockholders is scheduled for Wednesday, May 7, 2025, and will be held via live webcast.
• The supplement clarifies that if stockholders have already voted, no further action is required.
• The updated biographies provide additional details about Perna's leadership roles, including his position as Chief Operating Officer of Operation Warp Speed and Commanding General of United States Army Materiel Command.
• Shivram's biography highlights his experience as Managing Partner in Veritec Capital Partners, CEO of Sentinel Energy Services Inc., and his roles at Weatherford International plc and Schlumberger Ltd.

Sentiment

Score: 7

Explanation: The document is a routine update to a proxy statement, indicating standard corporate governance practices. The sentiment is neutral to slightly positive due to the inclusion of experienced individuals on the board.

Positives

• The company is providing updated information to stockholders regarding the board members' affiliations.
• The updated biographies highlight the extensive experience and expertise of the director nominees.
• The document clarifies that stockholders who have already voted do not need to take further action.

Future Outlook

The document does not contain specific forward-looking statements beyond the scheduled Annual Meeting.

Management Comments

• Our Board has concluded that General Perna should serve as a director because of his valuable leadership, supply chain, logistics and international affairs experience.
• Our Board has concluded that Mr. Shivram should serve as a director because of his experience as a Chief Financial Officer and Treasurer, as well as in corporate finance and mergers and acquisitions.

Industry Context

The appointments of Perna and Shivram to other boards reflect a trend of experienced executives serving on multiple boards, bringing diverse expertise to different companies.

Comparison to Industry Standards

• It's common for directors to hold positions on multiple boards, as seen with Perna joining Almonty Industries and Shivram joining Stem, Inc.
• This practice allows companies to benefit from a wider range of expertise and perspectives.
• Companies like Allison Transmission often seek directors with experience in relevant industries, such as defense (Perna) and energy (Shivram).

Stakeholder Impact

• Shareholders receive updated information about the qualifications and affiliations of the director nominees.
• The updated biographies may influence shareholders' voting decisions regarding the election of directors.

Next Steps

• Stockholders are encouraged to vote their shares prior to the Annual Meeting on May 7, 2025.
• The company will hold its Annual Meeting of Stockholders on May 7, 2025.

Key Dates

Keywords

proxy statement, board of directors, annual meeting, director biographies, Allison Transmission, corporate governance