8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 22, 2009

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-14303	36-3161171
(Commission File Number)	(I.R.S. Employer Identification Number)

One Dauch Drive, Detroit, Michigan	48211-1198
(Address of principal executive offices)	(zip code)

(313) 758-2000
Registrant’s telephone number, including area code

Not Applicable
(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a—12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d—2(b) under the Exchange Act (17 CFR 240.14d—2(b))

o Pre-commencement communications pursuant to Rule 13e—4(c) under the Exchange Act (17 CFR 240.13e—4(c))

SECTION 5 — Corporate Governance and Management

Item 5.02(e) Compensatory Arrangements of Certain Officers

On December 22, 2009, the Compensation Committee of the Board of Directors (the “Board”) of American Axle & Manufacturing Holdings, Inc. (the “Company”) approved the following annual base salaries for David C. Dauch, President & Chief Operating Officer, Michael K. Simonte, Executive Vice President — Finance & Chief Financial Officer, and Patrick S. Lancaster, Executive Vice President, Chief Administrative Officer & Secretary, effective January 1, 2010:

Name	2010 Base Salary
David C. Dauch	$	560,000
Michael K. Simonte	$	500,000
Patrick S. Lancaster	$	440,000

The term of the Employment Agreement, dated as of November 6, 1997, as amended, between Richard E. Dauch, Co-Founder, Chairman & Chief Executive Officer, and the Company has been extended to December 31, 2010.

On December 22, 2009, on the recommendation of the Compensation Committee, the Board approved an Amendment to Mr. R. E. Dauch’s Employment Agreement.

Pursuant to the Amendment, Mr. R. E. Dauch’s annual base salary is $2,702,300, effective June 16, 2009, and Mr. R. E. Dauch waives the right to receive compensation under his Employment Agreement that exceeds the amount the Company is permitted to pay him under the Settlement and Commercial Agreement with General Motors LLC dated September 16, 2009. In addition, Mr. R. E. Dauch will no longer receive annual equity awards under his Employment Agreement.

The description of the Amendment above is qualified by the actual terms of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

SECTION 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Amendment, dated as of December 22, 2009, to the Employment Agreement, dated as of November 6, 1997, by and between American Axle & Manufacturing Holdings, Inc. and Richard E. Dauch.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: December 29, 2009	By:	/s/ Michael K. Simonte
		Name:	Michael K. Simonte
		Title:	Executive Vice President — Finance & Chief Financial Officer (also in capacity of Chief Accounting Officer)

EX-10.1

Exhibit 10.1

AMENDMENT

          AMENDMENT dated as of December 22, 2009 to the Employment Agreement dated as of November 6, 1997 by and between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and Richard E. Dauch (“Employee”), as amended (the “Employment Agreement”):

          1. Section 3(a) of the Employment Agreement is amended to read as follows:

     “(a) Base Salary. The Company will pay Employee a salary effective June 16, 2009 at a per annum rate of Two Million, Seven Hundred and Two Thousand, Three Hundred United States Dollars (U.S. $2,702,300), payable in accordance with the Company’s customary payroll procedures for senior executives (the “Annual Base Salary”); provided that the Annual Base Salary for the period commencing June 16, 2009 and ending December 31, 2009, shall be paid to Employee on or before December 31, 2009.”

          2. A new Section 16 is added the Employment Agreement as follows:

     “16. Settlement Agreement. Employee acknowledges and agrees that the Settlement and Commercial Agreement entered into as of September 16, 2009, by and among General Motors Company, the Company and American Axle & Manufacturing, Inc., limits the amount of compensation that the Company may pay to Employee, and Employee agrees to waive the right to receive compensation payable under the Agreement in excess of that amount.”

          3. Effective January 1, 2010, Section 3 of Exhibit B to the Employment Agreement (relating to the grant of options and restricted shares) is deleted.

          4. Except as set forth in this Amendment, the Employment Agreement remains in full force and effect in accordance with its terms.

          IN WITNESS WHEREOF, the parties have executed this Amendment as of the date written above.

	AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
/s/ Richard E. Dauch	By:	/s/ Forest J. Farmer
Richard E. Dauch		Name: Forest J. Farmer
		Title: Chairman — Compensation Committee