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): December 1, 2020

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

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:

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

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 December 1, 2020, the Compensation and Management Development Committee of the Board of Directors of Meritor, Inc. (the “Company”) adjusted the threshold and certain other payout targets of the fiscal 2019-2021 performance cycle under the Company’s 2010 Long-Term Incentive Plan in response to retention and attrition concerns resulting from the COVID-19 pandemic’s impact on the Company’s incentive compensation plans. The adjustments lowered the threshold payout targets from greater than 10.5% adjusted EBITDA margin and greater than $1.85 of adjusted diluted earnings per share to greater than 8.0% adjusted EBITDA margin and greater than $0.75 of adjusted diluted earnings per share, respectively, and lowered the targets for these performance metrics for payouts between threshold and 100% of target, but did not adjust the targets for these performance metrics for payments at or above 100% of target. The impacts of this adjustment on the compensation paid to our Named Executive Officers will be determined at the end of the performance period in September 2021 and reported in the Company’s proxy statement for its 2022 annual meeting of shareholders.

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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.

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