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Result of AGM

5th May 2026 07:00

RNS Number : 9022C
Dauch Corporation
05 May 2026
 

 

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):April 29, 2026

DAUCH CORPORATION

(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

DCH

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 February 4, 2026, the board of directors of Dauch Corporation ("Dauch") approved the Amended and Restated Dauch Corporation 2018 Omnibus Incentive Plan (the "Plan"), subject to the approval of stockholders. On April 30, 2026, at Dauch's 2026 annual meeting of stockholders, our stockholders approved the Plan. For a description of the Plan, please see "Proposal 3 - Approval of Dauch Corporation's Amended and Restated 2018 Omnibus Incentive Plan" in Dauch's Proxy Statement on Appendix B, which was filed with the Securities and Exchange Commission on March 19, 2026.

 

On April 29, 2026, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company, in recognition of her continued service, key contributions to date and increased roles at the Company, approved a special one-time grant of restricted stock units (the "Award") under the Plan for Terri M. Kemp, Senior Vice President Chief of Staff, Human Resources & Sustainability. The Award will be granted on May 4, 2026, have a grant date value of $1,000,000 and will vest 50% on each of the one- and two-year anniversaries of the grant date, or earlier if Ms. Kemp's service ends as a result of (i) Retirement (as defined in the Plan), (ii) a termination without cause or (iii) death or disability. In each case, the Award will be paid 50% on the one-year anniversary of the grant date and 50% on the two-year anniversary of the grant date.

 

The foregoing description of the terms of the Award does not purport to be complete and is qualified in its entirety by reference to the form of the Award agreement, which the Company intends to file as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2026.

 

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

 

On February 4, 2026, the board of directors of Dauch Corporation. ("Dauch") approved the Dauch Corporation Amended and Restated 2018 Omnibus Incentive Plan (the "Amended 2018 Plan"), subject to the approval of stockholders. On April 30, 2026, at Dauch's 2026 annual meeting of stockholders, our stockholders approved the Amended 2018 Plan. For a description of the Amended 2018 Plan, please see "Proposal 3 - Approval of Dauch Corporation's Amended and Restated 2018 Omnibus Incentive Plan" in Dauch's Proxy Statement on Appendix B, which was filed with the Securities and Exchange Commission on March 19, 2026.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On April 30, 2026, Dauch held its annual meeting of stockholders. At the meeting, Dauch's stockholders voted on four proposals and cast their votes as shown below.

 

Proposal 1: Election of Directors

 

The following directors were nominated to serve for three-year terms expiring at the annual meeting of stockholders in 2029. Results of the election are shown below.

Number of Votes

 

Nominee

 

For

 

Against

 

Abstain

Broker Non Votes

Terry Grayson-Caprio

166,606,334

1,158,329

56,570

16,975,408

Sandra E. Pierce

164,099,246

3,668,661

53,326

16,975,408

James A. McCaslin

146,672,019

21,084,671

64,543

16,975,408

 

Proposal 2: Advisory vote on named executive officer compensation

 

Dauch's stockholders voted for, on a non-binding, advisory basis, the compensation of Dauch's officers, by the vote shown below.

Number of Votes

For

157,836,966

Against

9,946,156

Abstain

38,111

Broker Non Vote

16,975,408

 

Proposal 3: Approval of Amended and Restated 2018 Omnibus Incentive Plan

 

Dauch's stockholders voted to approve the Plan by the vote shown below.

 

Number of Votes

For

150,375,444

Against

17,348,581

Abstain

97,208

Broker Non Vote

16,975,408

 

 

Proposal 4: Ratification of appointment of Deloitte & Touche LLP as AAM's independent registered public accounting firm for the year ending December 31, 2026

 

The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved with the votes shown below.

Number of Votes

For

170,779,885

Against

13,984,584

Abstain

32,172

 

 

 

 

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:

May 1, 2026

By:

/s/ Kristen M. Netschke

Kristen M. Netschke

Acting General Counsel

 

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END
 
 
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