REG - Dauch Corporation - Amended Result of AGM

DauchAnnouncement

05/05/2026 12:30

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RNS Number : 0885D  Dauch Corporation  05 May 2026

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

 

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 29, 2026

DAUCH CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 1-14303                                   38-3161171

 (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:

☐    Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 Title of each class                      Trading Symbol(s)  Name of each exchange on which registered
 Common Stock, par value $0.01 per share  DCH                The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.   ☐

 

 

SECTION 5 - Corporate Governance and Management

 

Item 5.02: Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On February 4, 2026, the board of directors of Dauch Corporation ("Dauch")
approved the Amended and Restated Dauch Corporation 2018 Omnibus Incentive
Plan (the "Plan"), subject to the approval of stockholders.  On April 30,
2026, at Dauch's 2026 annual meeting of stockholders, our stockholders
approved the Plan.  For a description of the Plan, please see "Proposal 3 -
Approval of Dauch Corporation's Amended and Restated 2018 Omnibus Incentive
Plan" in Dauch's Proxy Statement on Appendix B, which was filed with the
Securities and Exchange Commission on March 19, 2026.

 

On April 29, 2026, the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of the Company, in recognition of her continued
service, key contributions to date and increased roles at the Company,
approved a special one-time grant of restricted stock units (the "Award")
under the Plan for Terri M. Kemp, Senior Vice President Chief of Staff, Human
Resources & Sustainability.  The Award will be granted on May 4, 2026,
have a grant date value of $1,000,000 and will vest 50% on each of the one-
and two-year anniversaries of the grant date, or earlier if Ms. Kemp's service
ends as a result of (i) Retirement (as defined in the Plan), (ii) a
termination without cause or (iii) death or disability. In each case, the
Award will be paid 50% on the one-year anniversary of the grant date and 50%
on the two-year anniversary of the grant date.

 

The foregoing description of the terms of the Award does not purport to be
complete and is qualified in its entirety by reference to the form of the
Award agreement, which the Company intends to file as an exhibit to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ending June 30,
2026.

 

Item 5.02: Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On February 4, 2026, the board of directors of Dauch Corporation. ("Dauch")
approved the Dauch Corporation Amended and Restated 2018 Omnibus Incentive
Plan (the "Amended 2018 Plan"), subject to the approval of stockholders.  On
April 30, 2026, at Dauch's 2026 annual meeting of stockholders, our
stockholders approved the Amended 2018 Plan.  For a description of the
Amended 2018 Plan, please see "Proposal 3 - Approval of Dauch Corporation's
Amended and Restated 2018 Omnibus Incentive Plan" in Dauch's Proxy Statement
on Appendix B, which was filed with the Securities and Exchange Commission on
March 19, 2026.

 

Item 5.07       Submission of Matters to a Vote of Security Holders

 

On April 30, 2026, Dauch held its annual meeting of stockholders. At the
meeting, Dauch's stockholders voted on four proposals and cast their votes as
shown below.

 

Proposal 1:    Election of Directors

 

The following directors were nominated to serve for three-year terms expiring
at the annual meeting of stockholders in 2029. Results of the election are
shown below.

                       Number of Votes

                                                                         Broker Non Votes

 Nominee               For               Against          Abstain
 Terry Grayson-Caprio  166,606,334       1,158,329        56,570         16,975,408
 Sandra E. Pierce      164,099,246       3,668,661        53,326         16,975,408
 James A. McCaslin     146,672,019       21,084,671       64,543         16,975,408

 

Proposal 2:          Advisory vote on named executive officer
compensation

 

Dauch's stockholders voted for, on a non-binding, advisory basis, the
compensation of Dauch's officers, by the vote shown below.

                  Number of Votes

 For              157,836,966
 Against          9,946,156
 Abstain          38,111
 Broker Non Vote  16,975,408

 

Proposal 3:          Approval of Amended and Restated 2018 Omnibus
Incentive Plan

 

Dauch's stockholders voted to approve the Plan by the vote shown below.

 

                  Number of Votes

 For              150,375,444
 Against          17,348,581
 Abstain          97,208
 Broker Non Vote  16,975,408

 

 

Proposal 4:    Ratification of appointment of Deloitte & Touche LLP as
AAM's independent registered public accounting firm for the year ending
December 31, 2026

 

The proposal to ratify the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year ending
December 31, 2026 was approved with the votes shown below.

          Number of Votes

 For      170,779,885
 Against  13,984,584
 Abstain  32,172

 

 

 

 

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.

                     DAUCH CORPORATION

 Date:  May 1, 2026  By:     /s/ Kristen M. Netschke
                             Kristen M. Netschke
                             Acting  General Counsel

 

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