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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): March 15, 2024
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
On March 15, 2024, the Board of Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”), elected Aleksandra A. Miziolek as an independent director of the Board. Ms. Miziolek will serve as a Class II director and will serve until AAM's 2025 annual general meeting of shareholders when she is expected to stand for election by a vote of AAM's shareholders.
Ms. Miziolek is eligible to participate in AAM's compensation arrangements for non-employees directors, as described in AAM's definitive proxy statement for its 2023 annual meeting of stockholders, filed with the SEC on March 23, 2023.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
On March 20, 2024, AAM issued a press release announcing the election of a new board member. A copy of this press release is furnished as Exhibit 99.1
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| | | | | | | | | | | |
| Exhibit No. | | Description | |
| | | |
| | Press release dated | March 20, 2024 |
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: | March 20, 2024 | By: | /s/ Matthew K. Paroly | |
| | | Matthew K. Paroly | |
| | | Vice President, General Counsel & Secretary | |