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): April 28, 2011
 
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
1-14303
 
36-3161171
 
(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 (see General Instruction A.2. below):
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 

 
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders
 
On April 28, 2011, American Axle & Manufacturing Holdings, Inc., (the “Company” or “AAM”) held its annual meeting of stockholders. At the meeting, AAM's stockholders voted on four proposals and cast their votes as follows:
 
 
Proposal 1: Election of Directors
 
The following directors were nominated to serve for three-year terms expiring at the annual meeting of stockholders in 2014. Results of the election are as follows:
 
 
Number of Votes
 
 
 
 
 
Nominee
For
Withheld
 
Broker Non Votes
 
Richard E. Dauch
49,279,117
 
1,449,647
 
13,059,275
 
James A. McCaslin
50,407,659
 
321,105
 
13,059,275
 
William P. Miller II
49,766,839
 
961,925
 
13,059,275
 
Larry K. Switzer
49,765,841
 
962,923
 
13,059,275
 
 
 
Proposal 2: Advisory vote on executive compensation
 
AAM's stockholders voted to approve, on an advisory basis, the compensation of AAM's named executive officers, by the following vote:
 
 
Number of Votes
 
 
 
 
 
For
 
49,985,253
 
 
Against
 
685,965
 
 
Abstain
 
57,546
 
 
Broker Non Votes
 
13,059,275
 
 
 
 
 
 
 
 
 
 

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Proposal 3: Advisory vote on the frequency of stockholder votes on executive compensation
 
AAM's stockholders recommended, on an advisory basis, that the Company conduct future stockholder advisory votes on named executive compensation every year, by the following vote:
 
 
Number of Votes
 
 
 
 
 
1 Year
 
47,258,941
 
 
2 Years
 
115,085
 
 
3 Years
 
3,302,759
 
 
Abstain
 
51,979
 
 
Broker Non Votes
 
13,059,275
 
 
In light of the voting results, the Company has decided to include the advisory stockholder vote on executive compensation in its proxy materials every year until the next required vote on the frequency of stockholder votes on executive compensation.
 
 
Proposal 4: Ratification of Appointment of Deloitte & Touche LLP as AAM's independent registered public accounting firm for the year ending December 31, 2011
 
The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011 was approved with the following votes:
 
 
Number of Votes
 
 
 
 
 
For
 
63,382,613
 
 
Against
 
353,480
 
 
Abstain
 
51,946
 
 
 
 
 
 
 
 
 
 

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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:
May 4, 2011
By:  
/s/ Steven R. Keyes
 
 
 
 
Steven R. Keyes
 
 
 
 
Executive Director, Administration & Legal
 
 
 
 
 
and Secretary
 

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