8-K

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): March 15, 2024

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 March 15, 2024, the Board of Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”), elected Aleksandra A. Miziolek as an independent director of the Board. Ms. Miziolek will serve as a Class II director and will serve until AAM's 2025 annual general meeting of shareholders when she is expected to stand for election by a vote of AAM's shareholders.

Ms. Miziolek is eligible to participate in AAM's compensation arrangements for non-employees directors, as described in AAM's definitive proxy statement for its 2023 annual meeting of stockholders, filed with the SEC on March 23, 2023.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On March 20, 2024, 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	March 20, 2024

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:	March 20, 2024	By:	/s/ Matthew K. Paroly
			Matthew K. Paroly
			Vice President, General Counsel & Secretary

EX-99.1

EXHIBIT 99.1

AAM Names Aleksandra A. Miziolek to Board of Directors

DETROIT, March 20, 2024 - American Axle & Manufacturing (NYSE: AXL) has named Aleksandra A. Miziolek to its Board of Directors. Aleksandra is the Retired Chief Transformational Officer, Cooper-Standard Holdings, Inc.

“Aleks brings significant industry and executive experience to the AAM board, with a valuable perspective on international and strategic matters,” said David C. Dauch, Chairman and CEO, AAM. “We welcome Aleks to AAM and look forward to working with her as we continue toleverage our strong core business while selectively building a product portfolio to drive the future pivot to electrification.”

Miziolek is an experienced public company director and most recently served as the Senior Vice President, Chief Transformation Officer for Cooper-Standard Holdings, Inc. until she retired in 2019. While at Cooper-Standard, she also served in various roles such as General Counsel, Corporate Secretary and Chief Compliance Officer. Since 2021, she has been both an Operator Advisor for Assembly Ventures and an Advisor for OurOffice, Inc. Prior to joining Cooper-Standard, Miziolek was a Member, Director of the Automotive Industry Group for Dykema Gossett PLLC.

Full director bios are available at aam.com.

About AAM:

As a leading global Tier 1 Automotive and Mobility Supplier, AAM designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit with over 80 facilities in 18 countries, AAM is bringing the future faster for a safer and more sustainable tomorrow.

###

For more information:

Investor Contact David H. Lim Head of Investor Relations (313) 758-2006 david.lim@aam.com Media Contact Christopher M. Son Vice President, Marketing & Communications (313) 758-4814 chris.son@aam.com

XML

Cover Page	Mar. 15, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 15, 2024
Entity Registrant Name	AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
Entity Incorporation, State or Country Code	DE
Entity File Number	1-14303
Entity Tax Identification Number	38-3161171
Entity Address, Address Line One	One Dauch Drive
Entity Address, City or Town	Detroit
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48211-1198
City Area Code	(313)
Local Phone Number	758-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	AXL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001062231