SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2020, the Board of Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”) elected Samuel Valenti III as an independent director of the Board. Mr. Valenti will serve as a Class I director for a term expiring on the date of AAM’s 2021 annual meeting of stockholders, at which time it is expected he will stand for re-election.
The Board has determined that Mr. Valenti is an “independent” director under the New York Stock Exchange listing standards and the independence standards of AAM’s Corporate Governance Guidelines. The Board appointed Mr. Valenti to serve on the Audit, Compensation and Nominating/Corporate Governance Committees of the Board.
Mr. Valenti re-joins AAM’s Board on October 29, 2020, having previously served from 2013 until his retirement from the Board upon the expiration of his term of office on May 7, 2020.
Mr. Valenti is eligible to participate in AAM’s compensation arrangements for non-employee directors, as described in AAM’s definitive proxy statement for its 2020 annual meeting of stockholders, filed with the SEC on March 26, 2020.
As a result of Mr. Valenti’s appointment, the Board expanded the size of the Board from 9 to 10 directors.
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.|
|Dated: October 30, 2020||By:||/s/ David E. Barnes|
|Name:||David E. Barnes|
|Title:||Vice President, General Counsel & Secretary|