Current Report Filing (8-k)
30 Ottobre 2020 - 9:48PM
Edgar (US Regulatory)
0001062231
false
AMERICAN AXLE & MANUFACTURING HOLDINGS INC
0001062231
2020-10-28
2020-10-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 28, 2020
AMERICAN AXLE & MANUFACTURING HOLDINGS,
INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-14303
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38-3161171
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(Commission File Number)
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(IRS Employer Identification No.)
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One Dauch Drive, Detroit, Michigan
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48211-1198
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(Address of Principal Executive Offices)
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(Zip Code)
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(313) 758-2000
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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AXL
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The New York Stock Exchange
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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. ☐
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 28, 2020, the Board of Directors of American Axle &
Manufacturing Holdings, Inc. (“AAM”) elected Samuel Valenti III as an independent director of the Board. Mr. Valenti
will serve as a Class I director for a term expiring on the date of AAM’s 2021 annual meeting of stockholders, at which time
it is expected he will stand for re-election.
The Board has determined that Mr. Valenti is an “independent”
director under the New York Stock Exchange listing standards and the independence standards of AAM’s Corporate Governance
Guidelines. The Board appointed Mr. Valenti to serve on the Audit, Compensation and Nominating/Corporate Governance Committees
of the Board.
Mr. Valenti re-joins AAM’s Board on October 29, 2020, having
previously served from 2013 until his retirement from the Board upon the expiration of his term of office on May 7, 2020.
Mr. Valenti is eligible to participate in AAM’s compensation
arrangements for non-employee directors, as described in AAM’s definitive proxy statement for its 2020 annual meeting of
stockholders, filed with the SEC on March 26, 2020.
As a result of Mr. Valenti’s appointment, the Board expanded
the size of the Board from 9 to 10 directors.
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.
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
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Dated: October 30, 2020
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By:
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/s/ David E. Barnes
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Name:
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David E. Barnes
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Title:
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Vice President, General Counsel & Secretary
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