12th Feb 2025 11:30
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | American Axle & Manufacturing Holdings, Inc. |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | American Axle & Manufacturing Holdings, Inc. |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 12 February 2025
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | NO |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Shares of Common Stock in American Axle & Manufacturing Holdings, Inc | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | Nil | Nil |
(2) Cash-settled derivatives:
| Nil | Nil | Nil | Nil |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | Nil | Nil |
TOTAL: | Nil | Nil | Nil | Nil |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | NONE |
Details, including nature of the rights concerned and relevant percentages: | NONE |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
a) Shares of Common Stock in American Axle & Manufacturing Holdings, Inc. held by the directors (including their close relatives and related trusts) of American Axle & Manufacturing Holdings, Inc.
(1) Percentages have been given to two decimal places and are calculated on the basis of American Axle & Manufacturing Holdings, Inc. having 117,581,028 shares of common stock.
(2) Includes interests held by close relatives.
b) Awards in Common Stock in American Axle & Manufacturing Holdings, Inc. held by the directors of American Axle & Manufacturing Holdings, Inc. granted under the Amended and Restated American Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan
(1) Performance vesting terms for the January 2025 vesting awards approved by the Compensation Committee of American Axle & Manufacturing Holdings, Inc in February 2025 and to be paid in March 2025. Based on performance of 111% against the target, 215,393 performance shares and 1,994,531 performance units to be paid.
(2) Performance shares shall vest on the vesting date set out above and be transferred to the participant as shares, subject to the achievement of pre-established performance goals based primarily on the three-year cumulative free cash flows of American Axle & Manufacturing Holdings, Inc, adjusted based on a total shareholder return measure. Pro rata early vesting occurs upon death, disability, retirement or termination by American Axle & Manufacturing Holdings, Inc without cause.
(3) Performance units shall vest on the vesting date set out above and be settled in cash, subject to the achievement of pre-established performance goals based on the free cash flows of American Axle & Manufacturing Holdings, Inc, adjusted based on a total shareholder return measure. Pro rata early vesting occurs upon death, disability, retirement or termination by American Axle & Manufacturing Holdings, Inc without cause.
(4) Restricted Stock Units shall vest on the vesting date set out above (provided that the participant's employment is not terminated for any reason prior to the vesting date, in which case the Restricted Stock Units shall be forfeited and cancelled without consideration). Pro rata early vesting occurs upon retirement and full early vesting occurs upon death or disability.
(5) Restricted Stock Units shall vest on the vesting date set out above (provided that the participant's employment is not terminated for any reason prior to the vesting date, in which case the Restricted Stock Units shall be forfeited and cancelled without consideration). Full early vesting occurs upon death or disability.
(6) Restricted Stock Units that have vested with settlement deferred until the relevant director retires from the board of American Axle & Manufacturing Holdings, Inc.
For further detail please refer to American Axle & Manufacturing Holdings, Inc.'s Form 10-K for the fiscal year ended 31 December 2023.
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
NONE.
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
NONE.
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 12 February 2025 |
| Contact name: | Matthew Paroly, Vice President and General Counsel |
| Telephone number: | +1 (248) 882-7236 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
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