American Axle & Mfg Hldgs Inc SEC Filings

On August 6, 2025 the Compensation Committee approved increases to several named executive officers' pay to recognize their "ongoing efforts and achievements." Effective August 16, 2025, David C. Dauch, Chairman & CEO, will have a base salary of $1,300,000, an annual target bonus of 160% of base and an annual target long-term incentive opportunity of 700% of base. Michael J. Lynch, President & COO, will have a base salary of $725,000 and a long-term incentive target of 300% of base with no change to his bonus percentage.

Christopher J. May, EVP & CFO, will have a base salary of $700,000 and a long-term incentive target of 275% of base with no change to his bonus percentage. The committee also approved a base salary increase to $600,000 for Terri Kemp, Senior Vice President and Chief of Staff.

American Axle & Manufacturing Holdings, Inc. elected David B. Walker to its Board as an independent director. He will serve as a Class II director and is scheduled to serve until the company’s 2028 annual general meeting, at which time he is expected to stand for re-election. Mr. Walker is eligible to participate in AAM’s non-employee director compensation arrangements as described in the company’s 2025 definitive proxy statement. The company furnished a press release announcing the election as Exhibit 99.1 to the report.

American Axle & Manufacturing Holdings, Inc. (AXL) — Quarterly highlights for the three and six months ended June 30, 2025.

Net sales were $1,536.2 million for Q2 2025 and $2,947.5 million for the six months, versus $1,632.3 million and $3,239.2 million in the prior-year periods. Gross profit was $200.7 million (Q2) and $374.6 million (six months). Operating income declined to $55.0 million (Q2) and $97.7 million (six months). Net income was $39.3 million for Q2 and $46.4 million year-to-date; diluted EPS $0.32 (Q2) and $0.38 (six months).

The Q2 net income was materially affected by a non-designated foreign currency forward gain ("Gain on Business Combination Derivative") of $46.3 million ($68.2 million YTD). Cash and equivalents totaled $586.5 million at June 30, 2025, available revolver capacity was $897.1 million, and total debt was $2,656.1 million with a weighted-average interest rate of 6.7%. Shareholders' equity increased to $673.0 million from $562.8 million at year-end 2024. Key corporate actions: announced and shareholder-approved Business Combination with Dowlais Group plc (expected close Q4 2025) and disposal of the India commercial axle business for approximately $65.0 million (closing collections ~ $58.0 million).

American Axle & Manufacturing Holdings has filed a Form S-8 to register securities under its Amended and Restated 2018 Omnibus Incentive Plan. The company, a large accelerated filer based in Detroit, Michigan, is updating its employee benefit plan registration.

Key aspects of the filing include:

• Registration incorporates recent financial reports including the Annual Report for FY2024 and Q1 2025 Quarterly Report
• Multiple Current Reports from January through June 2025 are incorporated by reference
• Filing includes comprehensive indemnification provisions for directors and officers under Delaware law
• Leadership structure confirmed with David C. Dauch as Chairman & CEO, Christopher J. May as EVP & CFO

The registration includes standard undertakings regarding post-effective amendments and removal of unsold securities. Legal representation is provided by Allen Overy Shearman Sterling US LLP, with Deloitte & Touche LLP serving as auditors.