Dauch Corp
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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Dec 31, 2025 · Filed Mar 19, 2026
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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 |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
| DAUCH CORPORATION | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ý | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit as required by Item 25(b) per Exchange Act Rules 14a-6(b)(i)(1) and 0-11 |
Forward-Looking Statements
In this proxy statement, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” "target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, the factors detailed in our filings with the Securities and Exchange Commission (SEC), including the sections titled “Risk Factors” and “Forward-Looking Statements” in our annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026. It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.
David C. DauchChairman of the Board andChief Executive Officer
Dear Fellow Shareholders:
2025 was a memorable year as we began a transformational journey through our acquisition of Dowlais Group plc (Dowlais), which we completed in February 2026 (the Combination), creating a premier Driveline and Metal Forming supplier serving the global automotive industry. To mark the beginning of this new chapter, we changed our name to Dauch Corporation (“Dauch”) and started trading under the ticker symbol “DCH” on both the New York Stock Exchange and London Stock Exchange.
For 2025, we reported $5.8 billion in sales, $743 million of adjusted earnings before interest, taxes and depreciation and amortization (Adjusted EBITDA)* and operating cash flow of $412 million.
Throughout the year we remained focused on performance as we navigated the shifts in global trade policy and consumer powertrain preferences, resulting in the longevity of the internal combustion engine (ICE) in North America. Additional business highlights include:
–New business award to supply front electric drives, rear electric beam axles and SmartBar for Scout Motors’ much anticipated launch of the all-new Scout® Traveler™ SUV and Scout® Terra™ truck.
–The start of delivery of front drive units to Dongfeng Mengshi for a plug-in hybrid SUV platform.
–Receiving Chery Auto’s “Best Supplier Award of the Year” for 2025 for outstanding quality and reliable delivery and General Motors' Supplier Quality Excellence award in recognition of meeting or exceeding General Motors' rigorous quality performance criteria at several global locations.
During 2025, Dauch continued to make progress across our many sustainability commitments in key areas like net-zero emissions, renewable energy, and zero waste-to-landfill. Each year, we remain committed to creating a meaningful impact in the communities we serve around the world. We look forward to sharing more details with you when we release our 2025 Sustainability Report in the spring of 2026.
Looking ahead, we remain committed to creating sustained long-term shareholder value. As we focus on the integration following completion of the Dowlais acquisition, the excitement is building around synergy potential and what Dauch can be in the next several years. We are eager to get to work for you, our shareholders, and further build upon the strong legacy of AAM, Dowlais and now Dauch.
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:
Dauch is committed to engaging in constructive and meaningful communications with our shareholders and our Board and management team value shareholder feedback.
In 2025, we proactively engaged with shareholders year-round through our annual shareholder outreach program conducted in the fall and winter, as well as through ongoing investor communications and meetings throughout the year to foster meaningful dialogue on key topics of interest, includingthe Combination and integration-planning related to the Combination, executive compensation programs, business strategy, board refreshment and succession, board oversight of risk, classified board structure, financial performance, sustainability, and human capital management.
As part of our commitment to Board refreshment, we continue to bring additional expertise and fresh perspectives to our Board. In August 2025, we welcomed David B. Walker to our Board. David is a valued business strategist with extensive knowledge of financing, strategy, investing, mergers and acquisitions. Additionally, following completion of our acquisition of Dowlais, in February 2026, we welcomed to the Dauch Board Fiona MacAulay and Simon Mackenzie Smith, who both previously served on the Dowlais board. Fiona and Simon contribute extensive international business backgrounds and strong financial expertise to our Board. We believe that effective oversight is achieved through a board that reflects a wide range of experiences and perspectives, and we greatly appreciate the valuable skills David, Fiona, and Simon bring to our Board.
William P. Miller will retire from the Board when his term expires this year at the annual meeting. We express our deepest gratitude to Bill for his years of service and many valuable contributions to the Board.
Looking ahead, we expect to continue our Board refreshment initiatives to strategically enhance our Board over time. Perspectives from new directors are important to sustaining an energized, strategic Board, when properly balanced with the insight and deeper understanding of our business provided by longer-serving directors.
Our Board is confident in Dauch’s ability to continue to build long-term value for our shareholders. On behalf of the Board, I would like to thank you for your ongoing support and investment in Dauch.
James A. McCaslin
Lead Independent Director
Notice of Annual Meeting
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dauch Corporation
| DateThursday, April 30, 2026 | Time8:00 a.m. Eastern Time | Wherewww.meetnow.global/MPX5XWG |
|---|---|---|
| Our 2026 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 95 of this proxy statement. | ||
| 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 95 of this proxy statement. | You may vote if you owned shares on March 5, 2026 (record date). | |
Annual Meeting Agenda / Items of Business
1. Election of 3 members of the Board of Directors to serve until the annual meeting of stockholders in 2029
2. Advisory vote on named executive officer compensation
3. Approval of Amended and Restated 2018 Omnibus Incentive Plan
4. Ratification of the appointment of Deloitte & Touche LLP as independent public accounting firm for 2026
5. Other business properly presented at the meeting
| By Internet | By Telephone | By Mail | During Meeting |
|---|---|---|---|
| Go to www.envisionreports.com/DCH 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 95 for instructions. |
Dauch Depositary Interest holders should refer to the Voting and Virtual Meeting Information section of this proxy statement for information on how to vote.
Important Notice Regarding the Availability of Proxy Materials for the April 30, 2026 Stockholder Meeting: Our 2026 proxy statement and 2025 annual report and Form 10-K are available free of charge at www.envisionreports.com/DCH.
Our Notice of Internet Availability of Proxy Materials or this proxy statement and proxy card are being distributed on or about March 19, 2026. You are receiving these proxy materials in connection with the solicitation by the Board of Directors of proxies to be voted at Dauch's 2026 annual meeting. In this proxy statement, references to "our Company," "we," "our," "us" or "Dauch" mean Dauch Corporation and its subsidiaries.
For the Board of Directors,
Kristen M. Netschke
Acting General Counsel and Secretary
Detroit, Michigan
March 19, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.