8-K - A&R 2012 Omnibus Incentive Plan


 

 
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 30, 2015

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 (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 February 5, 2015, the Board of Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”) approved the Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan (the “Amended and Restated 2012 Plan” or the "Plan"), subject to the approval of stockholders. On April 30, 2015, at AAM's 2015 annual meeting of stockholders, our stockholders approved the Amended and Restated 2012 Plan. For a description of the Plan, please see “Proposal 2-Approval of Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan” in AAM's Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 19, 2015. A copy of the Plan is filed as Exhibit 10.1 hereto.

Item 5.07.     Submission of Matters to a Vote of Security Holders
 
On April 30, 2015, AAM held its annual meeting of stockholders. At the meeting, AAM's stockholders voted on four proposals and cast their votes as follows:
 
Proposal 1: Election of Directors
 
The following directors were nominated to serve for three-year terms expiring at the annual meeting of stockholders in 2018. Results of the election are as follows:

 
Number of Votes
 
 
 
 
Nominee
For

Withheld

Broker Non Votes

David C. Dauch
59,723,493

1,199,806

6,752,814

William L. Kozyra
60,354,503

568,796

6,752,814

Peter D. Lyons
59,388,788

1,534,511

6,752,814

 
Proposal 2: Approval of the Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan
 
AAM's stockholders voted to approve the Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan, by the following vote:
 
Number of Votes

 
 
For
56,272,889

Against
4,528,197

Abstain
122,213

Broker Non Votes
6,752,814

  





Proposal 3: Advisory vote on executive compensation

AAM's stockholders voted to approve, on an advisory basis, the compensation of AAM's named executive officers, by the following vote:
 
Number of Votes

 
 
For
59,558,186

Against
1,232,040

Abstain
133,073

Broker Non Votes
6,752,814

 
 

Proposal 4: Ratification of Appointment of Deloitte & Touche LLP as AAM's independent registered public accounting firm for the year ending December 31, 2015
 
The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015 was approved with the following votes:

 
Number of Votes

 
 
For
63,600,029

Against
3,937,957

Abstain
138,127






SECTION 9 - EXHIBITS

Item 9.01(d).     Exhibits

Exhibit No.    Description                                        

10.1
Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan.








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.
 
 
 
 
By:  
/s/ David E. Barnes
 
 
 
 
David E. Barnes
 
 
 
 
General Counsel & Secretary 
 
 
 
 
 
 
 
Dated: May 1, 2015
 
 
 
 






EXHIBIT INDEX


Number
 
Description of Exhibit
 
 
 
 *10.1
 
Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan.
 
 
 
 
*    Filed herewith