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



On January 23, 2020, at the 2020 Annual Meeting of Shareholders, the
shareholders of Meritor, Inc. (the "Company") approved the adoption by the Board
of Directors of the 2020 Long-Term Incentive Plan (the "2020 LTIP"). The purpose
of the 2020 LTIP is to enhance shareholder value by linking the compensation of
directors, officers and key employees to increases in the price of Company stock
and achievement of other performance objectives, and to encourage ownership in
the Company by key employees whose long-term employment is considered essential
to the Company's continued progress and success. The 2020 LTIP is also intended
to assist in the recruitment of new employees and to motivate, retain and
encourage such personnel to act in the interest of the Company's shareholders
and share in the Company's success. The 2020 LTIP provides for grants in the
form of stock options, stock appreciation rights, stock awards (including
restricted shares and restricted share units), other stock-based awards and cash
awards. The number of shares issued under the 2020 LTIP may not exceed the sum
of (i) 4,100,000 shares and (ii) any shares under the Company's 2010 Long-Term
Incentive Plan subject to awards that, after the effective date of the 2020
LTIP, are forfeited, terminated or lapsed. The 2020 LTIP is administered by the
Compensation and Management Development Committee of the Board with respect to
awards to employees and by the Corporate Governance and Nominating Committee of
the Board with respect to awards to directors.

For further information on the terms of potential awards and the other
provisions of the 2020 LTIP, including the effects of termination of employment
and change of control of the Company, see the text of the 2020 LTIP, which is
filed as Appendix B to the Company's definitive proxy statement for the 2020
Annual Meeting of Shareholders and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On January 23, 2020, at the 2020 Annual Meeting of Shareholders, the
shareholders of the Company also approved amendments to the Company's Amended
and Restated Articles of Incorporation to (i) provide for the phased-in
declassification of the Board of Directors culminating in the annual election of
all directors in 2023 and (ii) provide shareholders with the ability to amend
the Company's Amended and Restated By-Laws. Following the effectiveness of such
amendments, the Board made corresponding amendments to the Company's Amended and
Restated By-Laws. All of the foregoing amendments were effective as of January
23, 2020.

The text of the amendments to the Amended and Restated Articles of Incorporation
and the Amended and Restated By-Laws are attached hereto as Exhibits 3-a and
3-b, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2020 Annual Meeting of Shareholders on January 23, 2020. At the meeting, the following matters were voted on and received the number of votes in favor, votes withheld or against, abstentions (if applicable) and broker non-votes as set forth below:


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(i) Election of directors: The following individuals were elected to the Board of

Directors, with terms expiring at the Annual Meeting of Shareholders in 2023.

Voting results were as follows:

Name of Nominee For Withheld Broker Non-Votes Steven Beringhause 66,842,913 293,911 3,776,715 Rhonda L. Brooks 65,003,237 2,133,587 3,776,715 Jeffrey A. Craig 66,472,169 664,655 3,776,715

(ii) Approval of executive compensation: The shareholders approved, on an advisory

basis, the compensation of the named executive officers as disclosed in the


     Company's definitive proxy statement for the 2020 Annual Meeting of
     Shareholders. Voting results were as follows:



   For     Against Abstain Broker Non-Votes
66,237,459 781,815 117,550        3,776,715

(iii) Appointment of auditors: The shareholders approved the ratification of the

selection by the Audit Committee of the Board of Directors of the firm of

Deloitte & Touche LLP as the Company's auditors. Voting results were as


      follows:



   For      Against  Abstain Broker Non-Votes
69,756,080 1,105,840  51,619              N/A

(iv) Board declassification: The shareholders approved the Company's proposal to


     amend the Company's Amended and Restated Articles of Incorporation to
     declassify its Board of Directors. Voting results were as follows:



   For     Against Abstain Broker Non-Votes
66,831,648 153,784 151,392        3,776,715

(v) Shareholder by-law access: The shareholders approved the Company's proposal to

amend the Company's Amended and Restated Articles of Incorporation to allow

shareholders to amend its Amended and Restated By-Laws. Voting results were as


    follows:



   For     Against Abstain Broker Non-Votes
66,916,585 115,296 104,943        3,776,715

(vi) 2020 Long-Term Incentive Plan: The shareholders approved the 2020 LTIP. Voting


     results were as follows:



   For      Against  Abstain Broker Non-Votes

63,857,619 3,185,954  93,251        3,776,715


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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number                                             Description
  3-a                Text of the amendments to the Company's Amended and

Restated Articles of Incorporation.


  3-b                Text of the amendments to the Company's Amended and Restated By-Laws.
104                Cover Page Interactive Data File (embedded within the Inline XBRL document)


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