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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):

April 10, 2018

 

(313) 758-2000

(Registrant’s telephone number, including area code)

 

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:

On April 10, 2018, upon approval and recommendation by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of American Axle & Manufacturing Holdings, Inc. (the “Company” or “AAM”), the Executive Committee of the Board approved the amendment and adoption of certain benefit plans and agreements in which the named executive officers of the Company, along with other employees of the Company and its subsidiaries, are eligible to participate. These plans were amended or adopted, as applicable, in connection with the Company’s harmonization of its benefits programs following the Company’s acquisition of Metaldyne Performance Group, Inc. on April 6, 2017. The material terms of the amended and adopted plans are summarized below.

 

 

The AAM Supplemental Executive Retirement Plan (the “SERP”), as previously amended and restated August 1, 2012, was amended and restated to freeze (i) as of April 30, 2018, further benefit accruals and the vesting of benefits and (ii) as of April 1, 2018, new eligibility to participate. Existing benefits will pay out in accordance with the SERP’s terms. The foregoing summary of the SERP does not purport to be complete and is qualified in its entirety by reference to the SERP, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

 

The AAM Executive Deferred Contribution Plan(the “EDC”), as previously amended and restated January 1, 2005, was amended to freeze (i) as of December 31, 2018, further contributions and (ii) as of April 1, 2018, new eligibility to participate. Existing contributions will vest and pay out in accordance with the EDC’s terms. The foregoing summary of the EDC does not purport to be complete and is qualified in its entirety by reference to the EDC, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

 

 

The AAM Executive Officer Severance Plan (the “Severance Plan”) was adopted in order to provide severance other than in connection with a change in control to executive officers of the Company and certain other associates of Company and its subsidiaries as determined by the Committee in its sole discretion from time to time, in each case who do not have severance protection under an employment agreement. Under the Severance Plan, upon a termination of a participant’s employment by the Company without Cause or a resignation by the participant for Good Reason (each as defined in the Severance Plan) not in connection with a change in control, the participant will be entitled to receive the following payments and benefits: (i) a cash amount equal to the participant’s base salary and target bonus for the applicable severance period; (ii) any unpaid annual bonus for the completed performance year immediately preceding the year of termination; (iii) a prorated annual bonus for the year of termination; (iv) continued participation in AAM’s medical benefit plans for the applicable severance period, or, in certain cases, a cash amount equal to the value of the benefit continuation, subject to mitigation; and (v) reimbursement of outplacement service costs up to $20,000. The severance period for named executive officers participating in the Severance Plan is 1 or 1.5 years. These benefits are subject to the participant’s execution and non-revocation of a general waiver and release of claims against the Company and the participant’s continued compliance with the restrictive covenants of the Severance Plan. The benefits are also subject to recoupment or clawback. The foregoing summary of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Severance Plan, which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

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.