AAM (AXL) Appoints David B. Walker as Class II Independent Director

Rhea-AI Filing Summary

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.

Positive

• Independent director added: David B. Walker elected to the Board as an independent director.
• Clear term disclosed: He will serve as a Class II director through the 2028 annual general meeting and is expected to stand for re-election.
• Compensation alignment: He is eligible to participate in the company’s non-employee director compensation arrangements as described in AAM’s 2025 definitive proxy statement.
• Public disclosure provided: A press release announcing the election is furnished as Exhibit 99.1.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Board adds an independent Class II director; routine governance update with limited immediate investor impact.

This appointment increases board composition by adding an independent director, which can help satisfy governance best practices. The filing notes eligibility for standard non-employee director compensation as set forth in AAM's 2025 proxy, indicating the company is following established compensation protocols. Impact: not impactful — the disclosure is routine and contains no material financial or strategic changes.

Securities Analyst

TL;DR Nomination is a standard board update; no financial metrics or operational changes disclosed.

The 8-K documents the election of David B. Walker as an independent Class II director and the furnishing of a related press release as Exhibit 99.1. There are no accompanying financial statements or material transactions disclosed. For investors, this is a governance disclosure rather than an event expected to affect near-term financial performance or valuation.

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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): August 6, 2025

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 August 6, 2025, the Board of Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”), elected David B. Walker as an independent director of the Board. Mr. Walker will serve as a Class II director and will serve until AAM's 2028 annual general meeting of shareholders when he is expected to stand for re-election by a vote of AAM's shareholders.

Mr. Walker is eligible to participate in AAM's compensation arrangements for non-employees directors, as described in AAM's definitive proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on March 20, 2025.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On August 8, 2025, 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
99.1						Press release dated August 8, 2025

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:

August 11, 2025

By:

/s/ Matthew K. Paroly

Matthew K. Paroly

Vice President, General Counsel & Secretary

FAQ

Who did American Axle (AXL) appoint to its board?

David B. Walker was elected as an independent director.

What class and term will David B. Walker serve as an AXL director?

He was elected as a Class II director and will serve until the company’s 2028 annual general meeting, when he is expected to stand for re-election.

Will David Walker receive director compensation from AXL?

Yes. He is eligible to participate in AAM’s non-employee director compensation arrangements described in the company’s 2025 definitive proxy statement.

Is there a press release about the appointment of the new director (AXL)?

Yes. A press release announcing the election is furnished as Exhibit 99.1 to the report.

Does the 8-K disclose any other material transactions or financial statements?

No. The report only discloses the director election and the related press release as Exhibit 99.1.