American Axle & Manufacturing Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 1, 2025
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SECTION 5 – Corporate Governance and Management
Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 18, 2025, the board of directors of American Axle & Manufacturing Holdings, Inc. (“AAM”) approved the American Axle & Manufacturing Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), subject to the approval of stockholders. On May 1, 2025, at AAM’s 2025 annual meeting of stockholders, our stockholders approved the Plan. For a description of the Plan, please see “Proposal 3 – Approval of American Axle & Manufacturing Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan” in AAM’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 20, 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 1, 2025, AAM held its annual meeting of stockholders. At the meeting, AAM’s stockholders voted on four proposals and cast their votes as shown below.
Proposal 1: Election of Directors
The following directors were nominated to serve for three-year terms expiring at the annual meeting of stockholders in 2028. Results of the election are shown below.
Number of Votes | |||||||||||||||||||||||
Nominee | For | Against | Abstain | Broker Non Votes | |||||||||||||||||||
| Herbert K. Parker | 89,145,337 | 9,074,648 | 245,325 | 7,637,423 | |||||||||||||||||||
| Aleksandra A. Miziolek | 96,264,048 | 1,966,070 | 235,192 | 7,637,423 | |||||||||||||||||||
Proposal 2: Advisory vote on named executive officer compensation
AAM’s stockholders voted for, on a non-binding, advisory basis, the compensation of AAM’s officers, by the vote shown below.
| Number of Votes | |||||
| For | 70,539,124 | ||||
| Against | 27,572,571 | ||||
| Abstain | 353,615 | ||||
| Broker Non Vote | 7,637,423 | ||||
Proposal 3: Approval of Amended and Restated 2018 Omnibus Incentive Plan
AAM’s stockholders voted to approve the Plan by the vote shown below.
| Number of Votes | |||||
| For | 92,099,327 | ||||
| Against | 6,201,017 | ||||
| Abstain | 164,966 | ||||
| Broker Non Vote | 7,637,423 | ||||
Proposal 4: Ratification of appointment of Deloitte & Touche LLP as AAM’s independent registered public accounting firm for the year ending December 31, 2025
The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved with the votes shown below.
| Number of Votes | |||||
| For | 103,713,312 | ||||
| Against | 2,203,187 | ||||
| Abstain | 186,234 | ||||
SIGNATURES
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.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. | |||||||||||||||||
| Date: | May 2, 2025 | By: | /s/ Matthew K. Paroly | ||||||||||||||
| Matthew K. Paroly | |||||||||||||||||
| Vice President, General Counsel & Secretary | |||||||||||||||||