AMERICAN AXLE & MANUFACTURING HOLDINGS INC
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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Dec 31, 2023 · Filed Mar 21, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantý Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement | |
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| ý | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to §240.14a-12 | |
| AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. | ||
| (Name of Registrant as Specified In Its Charter) | ||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
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Notice of Annual Meeting
of Stockholders and
Proxy Statement
Thursday, May 2, 2024
8:00 a.m. Eastern Time
David C. DauchChairman of the Board andChief Executive Officer
Dear Fellow Shareholders:
AAM concluded 2023 with positive results, including solid cash flow performance, despite significant headwinds in the form of production volatility, labor availability, operational challenges, the UAW Work Stoppage, and elevated input costs. We demonstrated our resilience and addressed these challenges by relying on our culture of innovation and determination.
For 2023, we reported $6.1 billion in sales, $693 million of adjusted earnings before interest, taxes and depreciation (EBITDA)* and operating cash flow of $396 million. With this cash flow from operations, we continued to invest in our business, reduced our senior debt by $140 million and strengthened our balance sheet — key priorities for AAM. Other notable achievements in 2023 are highlighted below.
–Received AAM's largest electrification award from Stellantis to supply e-Beam axles featuring AAM’s 3-in-1 e-Drive technology for a future program.
–Awarded program from Mahindra to supply e-Beam axles for a future 2.5T light electric truck program launching in 2025.
–Named an Automotive News PACEpilot award finalist for our innovative e-Beam axle technology.
–Launched significant new axle program to support General Motors’ next-generation Colorado and Canyon pickup trucks.
–Announced new win with Jetour Auto (part of Chery Automobile Co., Ltd.) to supply power transfer units and rear drive modules for multiple all-wheel drive sport utility vehicle programs beginning in 2024.
–Announced new win with FAW Group to supply independent front axles for multiple plug-in hybrid vehicle models beginning in 2025.
–Recognized by General Motors as an Overdrive Award winner for sustainability.
In keeping with our commitment to further enhance the diversity of our Board while maintaining an appropriate mix and balance of professional skills, we are very pleased to have recently appointed Aleksandra Miziolek to serve as an independent director of the Company. Aleks brings extensive and valuable industry experience to our Board. The entire Board welcomes Aleks and is looking forward to working with her. More information on Aleks’ background can be found in this proxy statement.
In addition, in 2023, we achieved many successes and continued to make important progress with respect to our many sustainability and ESG initiatives. We exceeded our 2023 U.S. renewable and carbon-free energy goal, established a biodiversity partnership with the Wildlife Habitat Council, and were recognized with six Forbes Best Employers awards, including Best Employer for diversity, new graduates, veterans, and women. We highlight our key 2023 sustainability and ESG achievements in this proxy statement. To learn more about all our ongoing sustainability and ESG efforts and achievements, I encourage you to read our 2023 Sustainability Report when it is published in April.
While 2023 was a challenging year, I am confident about 2024 and beyond based on AAM’s strong long-term fundamentals in quality, operational excellence, and technology leadership. As the industry transitions over time to an expanded electric future, AAM will continue to invest in our electric product portfolio while leveraging our strong legacy business. The management team and I are confident that AAM is well positioned to bring the future faster and build long-term shareholder value.
David C. Dauch,
Chairman and Chief Executive Officer
*Adjusted EBITDA is a non-GAAP measure. Refer to Appendix A to this proxy statement for the definition and reconciliation.
James A. McCaslinLead Independent Director
Dear Fellow Shareholders:
The Board is committed to providing a high level of oversight and strategic guidance. To accomplish our mission we not only work closely with AAM management but also ensure that we engage in constructive and meaningful communications with our shareholders. We value the opportunity to gain input and perspective from our shareholders. This year, our Board meetings and ongoing shareholder engagement covered an array of topics, with a clear focus on executive compensation, performance, strategy, and sustainability.
Executive Compensation
Given the input received during our ongoing shareholder engagement efforts and the support level for our 2023 say-on-pay proposal, the Board focused on shareholder outreach efforts throughout 2023 and early 2024 to ensure we understood and took into account shareholder feedback. These important discussions were led by AAM’s Executive Vice President and Chief Financial Officer and Head of Investor Relations, and I also attended several meetings. Considering shareholder feedback, over the last several years, the Compensation Committee has taken action to better align our executive compensation program with shareholder expectations and create shareholder value. Those specific actions are described in our Compensation and Discussion and Analysis in this proxy statement.
Board Refreshment
Consistent with our succession planning objectives and commitment to enhance diversity at the Board level and throughout the Company, we are delighted that Aleksandra Miziolek has recently joined the Board. Aleks brings significant industry and executive experience to our Board together with valuable perspective on international and strategic matters. Aleks’ complete bio can be found in this proxy statement. The entire Board extends a warm welcome to Aleks and looks forward to working with her.
Strategic Planning
In light of the industry dynamics and economic challenges, the Board and our management team dedicated a significant amount of time to strategic planning to seek to enhance our growth and profitability. A number of pathways were identified to generate cash, improve operating performance, and pursue profitable growth opportunities, including electrification. More information on AAM’s strategy can be found in our 2023 annual report on Form 10-K.
Sustainability
The Board views sustainability as a key to our future success. In keeping with our governance role, the Board continues to drive and closely monitor the Company’s sustainability targets, performance and reporting. We receive regular reports from senior leadership and hold them accountable for progress towards our sustainability goals. Highlights of the key initiatives from AAM’s Sustainability Program are described in the following proxy summary. In addition, the 2023 Sustainability Report, to be published in April 2024, will provide more details about AAM's comprehensive approach to ESG and sustainability.
On behalf of the Board, I would like to express our sincere appreciation for the trust you have placed in us. Thank you for your feedback and investing in AAM.
James A. McCaslin
Lead Independent Director
Notice of Annual Meeting
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
American Axle & Manufacturing Holdings, Inc.
| DateThursday, May 2, 2024 | Time8:00 a.m. Eastern Time | Wherewww.meetnow.global/MHHQ24Q |
|---|---|---|
| Our 2024 Annual Meeting of Stockholders will be held online by live webcast. You will be able to attend the annual meeting online, vote your shares electronically and submit questions before and during the meeting by visiting the web address above. You will be required to enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability previously delivered to you. Please refer to the instructions beginning on page 86. | ||
| Your opinion is very important | Record Date | |
| Please vote on the matters described in the proxy statement as soon as possible, even if you plan to attend the virtual annual meeting. You can find voting instructions below and on beginning on page 86. | You may vote if you owned shares on March 7, 2024 (record date). | |
Annual Meeting Agenda / Items of Business
1. Election of four members of the Board of Directors to serve until the annual meeting of stockholders in 2027
2. Advisory vote on named executive officer compensation
3. Ratification of the appointment of Deloitte & Touche LLP as independent public accounting firm for 2024
4. Other business properly presented at the meeting
| By Internet | By Telephone | By Mail | During Meeting |
|---|---|---|---|
| Go to www.envisionreports.com/axl and follow the instructions. You will need the control number on your proxy card or voter instruction form. | Call the number shown on your proxy card or voter instruction form. You will need the control number on your proxy card or voting instruction form. | Complete, sign and date the proxy card or voting instruction form and return it in the envelope provided. | Vote electronically at the meeting. See page 86 for instructions. |
Important Notice Regarding the Availability of Proxy Materials for the May 2, 2024 Stockholder Meeting: Our 2024 proxy statement and 2023 annual report and Form 10-K are available free of charge at www.envisionreports.com/axl.
Our Notice of Internet Availability of Proxy Materials or this proxy statement and proxy card are being distributed on or about March 21, 2024. You are receiving these proxy materials in connection with the solicitation by the Board of Directors of proxies to be voted at AAM's 2024 annual meeting.
For the Board of Directors,
Matthew K. Paroly
Vice President, General Counsel & Secretary
Detroit, Michigan
March 21, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.