Dauch (NYSE: AXL) investors approve pay plan and $1M RSU grant

Rhea-AI Filing Summary

Dauch Corporation reported results from its annual stockholder meeting and a new executive equity award. Stockholders approved the Amended and Restated 2018 Omnibus Incentive Plan and supported executive compensation on an advisory basis, while re-electing three directors and ratifying Deloitte & Touche LLP as auditor for 2026.

The board’s compensation committee approved a special one-time restricted stock unit award for Terri M. Kemp, Senior Vice President Chief of Staff, Human Resources & Sustainability. The award has a grant date value of $1,000,000, will be granted on May 4, 2026, and vests 50% on each of the first and second anniversaries of the grant date, with earlier payout in specified termination, retirement, death, or disability circumstances.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

RSU grant value: $1,000,000 RSU vesting schedule: 50% at 1 year, 50% at 2 years Say-on-pay for votes: 157,836,966 votes +3 more

6 metrics

RSU grant value $1,000,000 Special one-time award to Terri M. Kemp granted May 4, 2026

RSU vesting schedule 50% at 1 year, 50% at 2 years Vesting milestones after May 4, 2026 grant date

Say-on-pay for votes 157,836,966 votes Advisory vote approving named executive officer compensation

Incentive plan for votes 150,375,444 votes Approval of Amended and Restated 2018 Omnibus Incentive Plan

Auditor ratification for votes 170,779,885 votes Ratification of Deloitte & Touche LLP for 2026

Votes for Terry Grayson-Caprio 166,606,334 votes Election as director for term expiring 2029

Key Terms

Amended and Restated 2018 Omnibus Incentive Plan, restricted stock units, broker non votes, non-binding, advisory basis, +1 more

5 terms

Amended and Restated 2018 Omnibus Incentive Plan financial

"approved the Dauch Corporation Amended and Restated 2018 Omnibus Incentive Plan"

restricted stock units financial

"approved a special one-time grant of restricted stock units (the “Award”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

broker non votes financial

"Broker Non Votes | 16,975,408"

non-binding, advisory basis regulatory

"voted for, on a non-binding, advisory basis, the compensation of Dauch’s officers"

independent registered public accounting firm regulatory

"independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

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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):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

FAQ

What equity award did Dauch Corporation (AXL) grant to Terri M. Kemp?

Dauch approved a special one-time restricted stock unit award for Terri M. Kemp valued at $1,000,000. It will be granted on May 4, 2026 and vests 50% on each of the first and second anniversaries, with accelerated payout in certain separation or retirement scenarios.

How did Dauch Corporation (AXL) stockholders vote on the amended 2018 Omnibus Incentive Plan?

Stockholders approved Dauch’s Amended and Restated 2018 Omnibus Incentive Plan with 150,375,444 votes for, 17,348,581 against, and 97,208 abstentions. There were 16,975,408 broker non-votes recorded on this proposal at the April 30, 2026 annual meeting.

What were the results of Dauch Corporation’s (AXL) say-on-pay advisory vote?

Dauch stockholders supported executive compensation on a non-binding advisory basis. The vote totals were 157,836,966 for, 9,946,156 against, and 38,111 abstaining, with 16,975,408 broker non-votes, indicating broad approval of the named executive officer pay program.

Which directors were elected at Dauch Corporation’s (AXL) 2026 annual meeting?

Stockholders elected Terry Grayson-Caprio, Sandra E. Pierce, and James A. McCaslin to three-year terms expiring at the 2029 annual meeting. Each nominee received majority support, with for-votes ranging from about 146.7 million to 166.6 million plus broker non-votes.

Did Dauch Corporation (AXL) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Dauch’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 170,779,885 votes for, 13,984,584 against, and 32,172 abstentions at the annual meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB