axl-20221128

(State or Other Jurisdiction of Incorporation)


1-14303			38-3161171

(Commission File Number)			(IRS Employer Identification No.)

One Dauch Drive, Detroit, Michigan			48211-1198

(Address of Principal Executive Offices)			(Zip Code)

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AXL	The New York Stock Exchange

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).

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. ☐

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

Effective December 1, 2022, American Axle & Manufacturing Holdings, Inc. (“AAM” or the “Company”) appointed Michael J. Lynch, age 58, Chief Operating Officer (“COO”), as approved by the Executive Committee of the Board of Directors on November 28, 2022. Prior to such appointment, Mr. Lynch was President of AAM’s Driveline Business Unit. For additional information regarding Mr. Lynch, including his biography, see Item 1 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on February 11, 2022 and is incorporated herein by reference.

On November 28, 2022, the Compensation Committee of the Board of Directors approved adjustments to Mr. Lynch’s compensation to align with his expanded role as COO of the Company. Effective December 1, 2022, Mr. Lynch’s base salary was increased to $675,000 with an annual target bonus opportunity of 100% of base salary and an annual target long-term incentive opportunity of 250% of base salary. Other than as described herein, Mr. Lynch’s compensation and benefits are materially consistent with the description in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 24, 2022.

There are no existing relationships between Mr. Lynch and any person that would require disclosure pursuant to Item 404(a) of Regulation S-K or any familial relationships that would require disclosure under Item 401(d) of Regulation S-K.

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:

December 2, 2022

By:

/s/ David E. Barnes

David E. Barnes

Vice President, General Counsel & Secretary


(313)			758-2000
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)