8-K

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): December 29, 2022

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(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)

(313)	758-2000
(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:

☐    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))

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).

Emerging growth company ☐

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. ☐ 

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

Effective January 1, 2023, American Axle & Manufacturing Holdings, Inc. (“AAM” or the “Company”) appointed Christopher J. May, age 53, Executive Vice President & Chief Financial Officer, as approved by the Executive Committee of the Board of Directors on December 29, 2022. Prior to such appointment, Mr. May was Vice President & Chief Financial Officer. For additional information regarding Mr. May, 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 December 29, 2022, the Compensation Committee of the Board of Directors approved adjustments to Mr. May’s compensation to align with his position as Executive Vice President & Chief Financial Officer of the Company. Effective January 1, 2023, Mr. May’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. May’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. May 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.

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:	January 3, 2023	By:	/s/ David E. Barnes
			David E. Barnes
			Vice President, General Counsel & Secretary

XML

Cover Page	Dec. 29, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 29, 2022
Entity Registrant Name	AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
Entity Incorporation, State or Country Code	DE
Entity File Number	1-14303
Entity Tax Identification Number	38-3161171
Entity Address, Address Line One	One Dauch Drive
Entity Address, City or Town	Detroit
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48211-1198
City Area Code	(313)
Local Phone Number	758-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	AXL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001062231