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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): March 12, 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 March 12, 2025, the Board of Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”) elected Terry Grayson-Caprio as an independent director of the Board. Ms. Grayson-Caprio will serve as a Class III director and will serve until AAM's 2026 annual meeting of stockholders when she is expected to stand for election by a vote of AAM's shareholders.

Ms. Grayson-Caprio is eligible to participate in AAM's compensation arrangements for non-employees directors, as described in AAM's definitive proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on March 21, 2024.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On March 17, 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	March 17, 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:

March 17, 2025

By:

/s/ Matthew K. Paroly

Matthew K. Paroly

Vice President, General Counsel & Secretary

EX-99.1 2 a03-17_25aamnamesterrygr.htm EX-99.1 a03-17_25aamnamesterrygr

AAM Names Terry Grayson-Caprio to Board of Directors DETROIT, March 17, 2025 - American Axle & Manufacturing (NYSE: AXL) has named Terry Grayson-Caprio to its Board of Directors. Grayson-Caprio is a retired Managing Partner of KPMG LLP. “I am pleased to welcome Terry as the latest addition to the AAM Board of Directors,” said David C. Dauch, AAM’s Chairman and CEO. “Her financial expertise, together with her experience partnering with global companies on transformational change, large-scale growth, and integration further strengthens the background and skills represented on our Board.” With more than 40 years of business experience, including 10 years as a Managing Partner at a Big Four firm, Grayson- Caprio is a financial expert and valued business strategist. She has assisted a variety of public and private clients, specializing in industrial markets (automotive and advanced materials manufacturing), consumer markets, and international growth companies to manage growth, acquisitions, and expansion. Grayson-Caprio currently serves on the boards of Southern First Bancshares, Inc. and Caldwell Partners International, Inc. 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 75 facilities in 16 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 IMMEDIATE RELEASE