Washington, DC 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2011



Federal-Mogul Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-34029   20-8350090
(State or other jurisdiction
of incorporation)


File Number)

  (I.R.S. Employer
Identification No.)


26555 Northwestern Highway,

Southfield, Michigan

(Address of principal executive offices)   (Zip Code)

(248) 354-7700

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report.)



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 (see General Instruction A.2. below):


¨ 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))




Item 5.07 Submissions of Matters to Vote of Security Holders.

The 2011 annual meeting of the stockholders of Federal-Mogul Corporation (the “Company” or “Federal-Mogul”) was held on May 25, 2011. Matters voted on at the annual meeting and the results thereof are set forth below.

Proposal No. 1: Election of Directors.

The nominees for election to the Board of Directors were elected until the 2012 annual meeting of stockholders or until their respective successors have been qualified. The election of each director was approved as follows:



   For      Withheld  

Carl C. Icahn

     87,635,063         7,239,806   

José Maria Alapont

     86,844,792         8,030,077   

George Feldenkreis

     85,700,915         9,173,954   

Vincent J. Intrieri

     86,600,021         8,274,848   

J. Michael Laisure

     93,730,721         1,144,148   

Samuel J. Merksamer

     87,687,313         7,187,556   

Daniel A. Ninivaggi

     86,269,134         8,605,735   

David S. Schechter

     87,307,174         7,567,695   

Neil S. Subin

     85,701,057         9,173,812   

James H. Vandenberghe

     93,662,764         1,212,105   

Proposal No. 2: An advisory, non-binding vote on executive compensation.

The proposal to approve, on an advisory basis, the compensation of Federal-Mogul Corporation’s named executive officers as disclosed in the Federal-Mogul Corporation Proxy Statement was approved as follows:







92,556,344    437,973    1,880,552

Proposal No. 3: To recommend, by an advisory, non-binding vote, the frequency of executive compensation votes.

The proposal to approve a voting frequency of “EVERY YEAR” as the frequency with which stockholders provide an advisory vote on the executive compensation of Federal-Mogul Corporation’s named executive officers, was approved as follows:


1 Year


2 Years


3 Years



91,858,686    99,598    1,062,741    1,853,844


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


    Federal-Mogul Corporation
Date: May 31, 2011    

/s/ Brett D. Pynnonen

  By:   Brett D. Pynnonen
    Senior Vice President, General Counsel and Secretary