Dauch Corporation filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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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 February 5, 2026, the Board of Directors (the “Board”) of Dauch Corporation (“Dauch”) appointed Fiona MacAulay and Simon Mackenzie Smith as independent directors of the Board.
Ms. MacAulay will serve as a Class I director and will serve until Dauch’s 2027 annual general meeting of shareholders when Ms. MacAulay is expected to stand for re-election by a vote of Dauch’s shareholders. Ms. MacAulay was also appointed to the Compensation Committee and the Nominating/Corporate Governance Committee, effective April 29, 2026.
Mr. Smith will serve as a Class II director and will serve until Dauch’s 2028 annual general meeting of shareholders when Mr. Smith is expected to stand for re-election by a vote of Dauch’s shareholders. Mr. Smith was also appointed to the Audit Committee and the Technology Committee, effective April 29, 2026.
Both Ms. MacAulay and Mr. Smith are eligible to participate in Dauch’s compensation arrangements for non-employee directors, as described in Dauch’s definitive proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on March 20, 2025.
On February 5, 2026, the Board of Dauch appointed Markus Bannert as Vice President, Metal Forming. Mr. Bannert, age 52, served as Chief Executive Officer of GKN Automotive since 2019. Prior to joining GKN Automotive, Mr. Bannert was the CEO of Hell GmbH’s Hella Lightning division. Mr. Bannert started his career in finance and held incrementally senior roles in finance, operations, program management and general management in Germany, the USA and Mexico. Mr. Bannert holds a degree in Business and Administration from the Verwaltungs- und Wirtschaftsakademie in Bochum, Germany.
Mr. Bannert’s annual base salary will be €800,000. He will be entitled to participate in Dauch’s annual bonus program with an annual target bonus opportunity of 75% of his base salary and a target long-term incentive opportunity of 150% of base salary.
In connection with the appointment to his new position, on February 5, 2026, Mr. Bannert was also granted a performance equity incentive award with a target amount of 90,909 Dauch shares under the Dauch Corporation 2026 Inducement Omnibus Equity Incentive Plan. A copy of the press release announcing this grant is attached hereto as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Item 8.01 Other Events.
On February 5, 2026, Dauch issued a press release announcing the appointment of Ms. MacAulay and Mr. Smith to the Board. A copy of this press release is attached as Exhibit 99.2 to this Current Report and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 9, 2026, announcing the granting of an Employee Inducement Award to Mr. Bannert. | |
| 99.2 | Press Release, dated February 5, 2026, announcing the appointment of Ms. MacAulay and Mr. Smith to the Board. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
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DAUCH CORPORATION
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| Date: | February 10, 2026 |
By: | /s/ Christopher J. May |
| Christopher J. May | |||
| Executive Vice President & Chief Financial Officer | |||