Form 10-K AMERICAN AXLE & MANUFACT For: Dec 31

February 11, 2022 12:46 PM EST

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Exhibit 4.14
DESCRIPTION OF COMMON STOCK REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of February 8, 2022, American Axle & Manufacturing Holdings, Inc. (“Holdings,” “our”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.
The following is a summary description of our common stock and does not purport to be complete. For a complete description of the terms and provisions of our common stock refer to our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) and Third Amended and Restated Bylaws (our “Bylaws”). This summary description is qualified in its entirety by reference to these documents, each of which is included as an exhibit to the Annual Report on Form 10-K to which this exhibit is a part.
Authorized Capital Stock
American Axle & Manufacturing Holdings, Inc.’s (“Holdings”) authorized capital stock consists of (i) 150,000,000 shares of common stock, par value $0.01 per share, of which 114,077,937 shares were outstanding as of February 8, 2022, (ii) 10,000,000 shares of preferred stock, par value $0.01 per share (the “preferred stock”), of which no shares are issued and outstanding and (iii) 40,000,000 shares of series common stock, par value $0.01 per share (the “series common stock”), of which no shares are issued and outstanding.
Voting Rights
Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock do not have cumulative voting rights in the election of directors.
Dividends
Holders of common stock are entitled to receive dividends if, as and when dividends are declared from time to time by Holdings’ Board of Directors ("Board") out of funds legally available therefor, after payment of dividends required to be paid on outstanding preferred stock or series common stock (as described below), if any.
Liquidation, Redemption and Preemptive Rights
In the event of liquidation, dissolution or winding up of Holdings, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock or series common stock of Holdings. The common stock has no preemptive or conversion rights and is not subject to further calls or assessment by Holdings. There are no redemption or sinking fund provisions applicable to the common stock.
Listing
Holdings’ common stock is listed on the New York Stock Exchange under the symbol “AXL.”
Registrar and Transfer Agent
The registrar and transfer agent for the common stock is Computershare Trust Co. of New York.



Preferred Stock and Series Common Stock
The Certificate of Incorporation authorizes the Board of Directors to establish one or more series of preferred stock and series common stock and to determine, with respect to any series of preferred stock or series common stock, the terms and rights of such series. The authorized shares of preferred stock and series common stock, as well as shares of common stock, will be available for issuance without further action by Holdings’ stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which Holdings’ securities may be listed or traded.
Although the Board has no intention at the present time of doing so, it could issue a series of preferred stock or series common stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. The Board will make any determination to issue such shares based on its judgment as to the best interests of Holdings and its stockholders. The Board, in so acting, could issue preferred stock or series common stock having terms that could discourage an acquisition attempt or other transaction that some, or a majority, of Holdings’ stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-current market price of such stock.
Certificate of Incorporation; Bylaws
The Certificate of Incorporation and the Bylaws contain certain provisions that could make more difficult the acquisition of Holdings by means of a tender offer, a proxy contest or otherwise.
Classified Board
The Certificate of Incorporation provides that Holdings’ Board of Directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. As a result, approximately one-third of the Board of Directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of Holdings’ Board. The Certificate of Incorporation provides that, subject to any rights of holders of preferred stock or series common stock to elect additional directors under specified circumstances, the number of directors will be fixed in the manner provided in the Bylaws. The Certificate of Incorporation and the Bylaws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the Board, but must consist of not less than three directors. In addition, the Certificate of Incorporation provides that, subject to any rights of holders of preferred stock, and unless the Board otherwise determines, any vacancies will be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum.
Removal of Directors
Under the Delaware General Corporation Law ("DGCL"), unless otherwise provided in the Certificate of Incorporation, directors serving on a classified board may be removed by the stockholders only for cause. In addition, the Certificate of Incorporation and the Bylaws provide that directors may be removed only for cause and only upon the affirmative vote of holders of at least 75% of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors (“Voting Stock”), voting together as a single class.
Stockholder Action
The Certificate of Incorporation and the Bylaws provide that stockholder action can be taken only at an annual or special meeting of stockholders and may not be taken by written consent in lieu of a meeting. The Certificate of Incorporation and the Bylaws provide that special meetings of stockholders can be called only by Holdings’ Chief Executive Officer or pursuant to a resolution adopted by the Board. Stockholders are not permitted to call a special meeting or to require that the Board call a special meeting of stockholders. Moreover, the business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting pursuant to the notice of meeting given by Holdings.



Advance Notice Procedures
The Bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors, or bring other business before an annual or special meeting of stockholders of Holdings (the “Stockholders Notice Procedure”). The Stockholders Notice Procedure provides that only persons who are nominated by, or at the direction of the Board of Directors, the Chairman of the Board, or by a stockholder who has given timely written notice to the Secretary of Holdings prior to the meeting at which directors are to be elected, will be eligible for election as directors of Holdings.
Proxy Access
The Bylaws contain a proxy access provision which allows eligible stockholders who comply with the requirements set forth in the Bylaws to include their own director nominees in Holdings’ proxy statement along with the candidates nominated by the Board. Pursuant to the proxy access provision, a stockholder, or group of up to 20 stockholders, owning an aggregate of 3% or more of Holdings’ outstanding capital stock continuously for at least three years, may nominate a candidate for election to the Board and such candidate will be included in Holdings’ proxy statement for the applicable annual meeting of Holdings’ stockholders. Holdings will not be required, however, to include in its proxy statement more stockholder nominees than that number constituting the greater of (i) two and (ii) 20% of the total number of directors of Holdings then serving on the Board.
Amendment
The Certificate of Incorporation provides that the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of Voting Stock, voting together as a single class, is required to amend provisions of the Certificate of Incorporation relating to the prohibition of stockholder action without a meeting; the number, election and term of Holdings’ directors; and the removal of directors. The Certificate of Incorporation further provides that the Bylaws may be amended by the Board or by the affirmative vote of the holders of at least 75% of the outstanding shares of Voting Stock, voting together as a single class.



AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN
2021 INCENTIVE COMPENSATION PROGRAM FOR EXECUTIVE OFFICERS
The 2021 Incentive Compensation Program for Executive Officers (the “Program”) operates under and is otherwise subject to the terms of the American Axle & Manufacturing Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
ARTICLE 1
DEFINITIONS
When used in the Program, the following words and phrases shall have the following meanings unless the context clearly indicates another meaning:
1.1    Administrator means the Management Benefits Committee acting through the Corporate Human Resources Department, as set forth in Article 5.
1.2    Base Salary means a Participant’s monthly gross regular rate of pay from the Company or a Subsidiary as of December 1 of a Program Year or on the date of a Participant’s death, Disability, Retirement, before any required reductions or withholdings or reductions under any salary reduction agreement between a Participant and the Company or a Subsidiary. Base Salary shall not include overtime, bonuses, compensation paid in kind, special allowances or reimbursements to cover expenses paid or incurred on behalf of the Company or a Subsidiary or in the course of employment with the Company or a Subsidiary, the Company’s contribution to this Program or to any pension or profit sharing plan to which the Company or a Subsidiary makes contributions, or the Company or applicable Subsidiary’s contribution to any employee welfare plan or arrangement.
1.3    Bonus Award means a Cash-Based Award under the Plan determined in accordance with Article 3.
1.4    Bonus Award Multiplier means the applicable annual target bonus percentage of the Eligible Employee’s Base Salary.
1.5    CEO means the Chief Executive Officer of the Company.
1.6    CFO means the Chief Financial Officer of the Company.
1.7    Committee means the Compensation Committee of the Board of Directors.
1.7    Covered Earnings means a Participant’s Base Salary multiplied by his or her Days of Participation during a Program Year.
1.8    Eligible Employee means an Executive Officer.
1.9    Executive Officer means “executive officer” of the Company as defined in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as determined by the Board of Directors.
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1.10    Days of Participation means each day on which an employee of the Company or a Subsidiary is an Eligible Employee. An Eligible Employee who, during the Program Year, dies, separates due to Retirement, or incurs a Disability will be credited with his or her Days of Participation through the date of death, Retirement, or Disability but not thereafter.
1.11    Payment Date means the date or dates on which Bonus Awards under the Program are paid to Participants as determined in accordance with Section 4.1 hereof.
1.12    Program Year means the 12-month period beginning on January 1 and ending on December 31 of each year.
1.13    Weighted Percentage means the percentage allocation (relative weighting) assigned to each of the applicable Performance Measures for each Program Year, as approved by the Committee in consultation with the CEO and CFO.
ARTICLE 2
PARTICIPATION
2.1    Participation. An individual who becomes an Eligible Employee before October 1 of a Program Year shall be a Participant for such Program Year. An individual who becomes an Eligible Employee on or after October 1 of a Program Year shall not be a Participant for such Program Year, but shall become a Participant for the next succeeding Program Year on January 1 of such next succeeding Program Year in the event and to the extent such individual remains an Eligible Employee continuously into such succeeding Program Year.
2.2    Eligibility. Each Participant:
a.    who remains an Eligible Employee through the last day of a Program Year and continuously throughout the next succeeding Program Year up to and including the Payment Date; or
b.    whose participation in the Program terminated during the Program Year due to the Participant’s:
i.    death; or
ii.    Disability; or
iii.    Retirement;
shall be entitled to receive a Bonus Award, except as otherwise provided herein.

    2


ARTICLE 3
CALCULATION OF BONUS AWARDS
3.1    Bonus Award Formula. The Bonus Award of an Executive Officer for a particular Program Year shall be determined pursuant to this Article 3 and shall be equal to the sum of the amounts calculated for each applicable Performance Measure pursuant to the following formula:
1.    the bonus award percentage which corresponds to the applicable Performance Measure for the Program Year;
2.    multiplied by the Weighted Percentage assigned to each such Performance Measure;
3.    multiplied by the Covered Earnings of the Executive Officer for the Program Year;
4.    multiplied by the Bonus Award Multiplier of the Executive Officer for the Program Year.
3.2    Weighted Percentages. Each Program Year the Committee, in consultation with the CEO and CFO, shall assign a Weighted Percentage to each of the Performance Measures, which may be between 0% and 100%. For purposes of determining Bonus Awards for Executive Officers, the Weighted Percentages for all of the Performance Measures must total 100%. A list setting forth all Weighted Percentages for each of the Performance Measures shall be established for each Program Year based on the recommendation of the CEO and CFO and approval of the Committee. For the avoidance of doubt, such listing need not include any Performance Measures for which the Weighted Percentage is 0%.
3.3    Individual Performance Adjustments. Anything in this Program to the contrary notwithstanding, the amount of a Participant’s Bonus Award for a given Program Year shall be subject to review and adjustment by the CEO, who shall have the discretion to increase, decrease, or eliminate entirely (such adjustments, “Individual Performance Adjustments”) any Bonus Award determined pursuant to this Article 3; provided, however, that the amount of an Executive Officer’s Bonus Award must be approved by the Committee and cannot exceed the annual individual limit under the Plan applicable to Cash-Based Awards.
3.4    Requirement of Profitability. Except as provided in the Plan and subject to any adjustments made by the Committee in accordance with the Plan, no Bonus Award shall be payable pursuant to this Program to any Participant for any Program Year in which the Company’s audited consolidated financial statements contained in its Annual Report on Form 10-K filed with the Securities and Exchange Commission for such Program Year do not report positive net income for the Program Year in question after reflecting all costs and expenses associated with the Plan for such Program Year.

    3


ARTICLE 4
PAYMENT OF BONUS AWARD
4.1    Time and Manner of Payment. Payment of a Participant’s Bonus Award for a Program Year shall be made not later than March 15 of the subsequent year; provided, however, that if the employment of a Participant by the Company terminates during a Program Year, or prior to March 15 of the subsequent year, for a reason other than his or her death, Disability, or Retirement, the Participant shall forfeit all rights to a Bonus Award in such Program Year and no Bonus Award shall be paid to such Participant for such Program Year. Notwithstanding any provision of the Program to the contrary, the Company shall withhold from any Bonus Award all federal, state and local taxes as shall be required pursuant to any law or governmental regulation or ruling, any amounts owed by the Participant to the Company to the extent permitted by law, and any amounts otherwise required to be withheld or deducted under applicable law or by agreement of the Company and the Participant.
ARTICLE 5
ADMINISTRATION, AMENDMENT AND TERMINATION
5.1    Authority of Administrator. The Management Benefits Committee shall monitor the performance of the Program to ensure that it is administered by the Human Resources Department in accordance with its terms and applicable laws and regulations. Except as otherwise expressly stated, the Compensation Committee, or such other committee, including the Management Benefits Committee, to which it delegates such authority, shall have the full power, discretion and authority to construe, interpret and administer the Program, including authority to correct any defect or reconcile any inconsistency or ambiguity. All decisions, acts or interpretations of the Committee shall be final, conclusive and binding upon all persons. No member of the Committee, the Management Benefits Committee, or any other committee to which Plan administrative authority has been delegated, shall be personally liable by reason of any action taken by him or her in good faith or on his or her behalf as Administrator, nor for any mistake in judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee, the Management Benefits Committee, the CEO, the CFO, and each other executive officer, employee or director of the Company or a Subsidiary to whom any duty or power relating to the Program, or its administration or interpretation, may be delegated, against any cost or expense (including legal fees) or liability (including any sum paid in settlement of a claim with the approval of the Board of Directors) arising out of any act or omission to act in connection with the Program unless arising out of such person’s own fraud or bad faith.
5.2    Amendment and Termination. The Committee may at its discretion amend this Program in any respect at any time and for any reason and may terminate the Program, in whole or in part, at any time and neither notice of amendment nor of termination is necessary for any amendment or termination to be effective. Any amendment or termination of the Program may be made effective retroactively to the first day of the Program Year or, in the case of an amendment or termination of the Program adopted on or before March 15, the first day of the preceding Program Year. No Participant or designated beneficiary shall be deemed to have a vested or contractual right to a Bonus Award until such Bonus Award is actually paid to the Participant or designated beneficiary by the Company. The payment of Bonus Awards pursuant to this program is completely discretionary on the part of the Company. The existence of this Program shall create no rights on behalf of Participants or beneficiaries or obligations on behalf of the Company.
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ARTICLE 6
MISCELLANEOUS
6.1    Compliance with Financing Agreements. This Program may be subject to the terms and conditions of any agreements entered into between the Company and any third party lender to whom the Company is now indebted, or may at any time during the term of this Program become indebted, and the Bonus Awards for any Program Year may be reduced by such amounts as may be necessary to ensure that the Company is not in default under any such agreements.
6.2    No Right, Title or Interest in or to the Company’s Assets. Neither Participants nor Beneficiaries shall have any right, title or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under this Program. Nothing contained in the Program, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between Holdings or the Company and any Participant, designated beneficiary or any other person. All payments to be made under this Program shall be paid from the general assets of the Company.
6.3    No Alienation of Bonus Awards. Except as otherwise may be required by law, no amount payable at any time under this Program shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind, nor in any manner be subject to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount, whether currently or hereafter payable, shall be void.
6.4    No Contract of Employment. Neither the actions of the Company in establishing this Program, nor any provisions of this Program or any action taken by the Company, the Committee, the Administrator or the CEO pursuant to its provisions, shall be construed as giving to any Eligible Employee or any employee the right to be employed by the Company or a Subsidiary or affect the right of the Company or a Subsidiary to dismiss any employee.
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EXHIBIT 21 - SUBSIDIARIES OF OUR COMPANY
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
EntityOrganized Under Laws of
Parent Entity
American Axle & Manufacturing Holdings, Inc.Delaware
Subsidiary Entities (1)
AAM Auto Component (India) Private LimitedIndia
AAM Casting Corp.Delaware
AAM Commercial & Trading (Shanghai) Co., Ltd.China
AAM Distribution Company, Inc.Delaware
AAM do Brasil Ltda.Brazil
AAM Germany GmbHGermany
AAM India Manufacturing Corporation Private LimitedIndia
AAM International Holdings, Inc.Delaware
AAM International S.ár.l.Luxembourg
AAM Investment Management (Shanghai) Co., Ltd.China
AAM Luxembourg S.ár.l.Luxembourg
AAM Maquiladora Mexico S. de R.L. de C.V.Mexico
AAM Mexico Holdings, LLCDelaware
AAM Poland Sp. z o. o.Poland
AAM Powder Metal Components, Inc.Ohio
AAM Travel Services, LLCMichigan
AccuGear, Inc.Delaware
Albion Automotive (Holdings) LimitedScotland
Albion Automotive LimitedScotland
American Axle & Manufacturing (Thailand) Co., Ltd.Thailand
American Axle & Manufacturing de Mexico Holdings S. de R.L. de C.V.Mexico
American Axle & Manufacturing de Mexico S. de R.L. de C.V.Mexico
American Axle & Manufacturing Korea, Inc.Korea
American Axle & Manufacturing, Inc.Delaware
ASP Grede Intermediate Holdings LLCDelaware
ASP HHI Holdings, Inc.Delaware
Auburn Hills Manufacturing, Inc.Delaware
Bearing Holdings, LLCDelaware
Changshu AAM Automotive Driveline High Technology Manufacturing Co., Ltd.China
Colfor Manufacturing, Inc.Delaware
e-AAM Driveline Systems ABSweden
HHI FormTech, LLCDelaware
Impact Forge Group, LLCDelaware
Jernberg Industries, LLCDelaware
Kyklos Bearing International, LLCDelaware
Kyklos Holdings, LLCDelaware
MD Investors CorporationDelaware
Metaldyne (Suzhou) Automotive Components Co., LtdChina
Metaldyne Componentes Automotivos do Brasil Ltda.Brazil
Metaldyne Europe S.ár.l.Luxembourg
Metaldyne GmbHGermany
Metaldyne Grundstrücks GbRGermany
Metaldyne Hong Kong LimitedHong Kong
Metaldyne International (UK) LtdUnited Kingdom
Metaldyne International FranceFrance
Metaldyne International Spain, S.L.Spain
Metaldyne Korea LimitedKorea
Metaldyne M&A Bluffton, LLCDelaware
Metaldyne Mauritius LimitedMauritius
Metaldyne Netherlands Sintered Holdings B.V.Netherlands
Metaldyne Nürnberg GmbHGermany
Metaldyne Oslavany, spol. s.r.o.Czech Republic


EXHIBIT 21 - SUBSIDIARIES OF OUR COMPANY
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Metaldyne Performance Group, Inc.Delaware
Metaldyne Powertrain Components, Inc.Delaware
Metaldyne Sintered Components España, S.L.Spain
Metaldyne Sintered Components Mexico, S. de R.L. de C.V.Mexico
Metaldyne Sintered Ridgway, LLCDelaware
Metaldyne SinterForged Products, LLCDelaware
Metaldyne Zell Verwaltungs GmbHGermany
MetaldyneLux S.ár.l.Luxembourg
MPG México, S. de R.L. de C.V.Mexico
MSP Industries CorporationMichigan
Novocast, S. de R. L. de C.V.Mexico
Oxford Forge, Inc.Delaware
Punchcraft Machining and Tooling, LLCDelaware

(1) All subsidiaries set forth herein are reported in our financial statements through consolidations; there are no subsidiaries omitted from this list.



EXHIBIT 22 - SUBSIDIARY GUARANTORS AND ISSUERS OF GUARANTEED SECURITIES
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Our 6.875% Notes, 6.50% Notes, 6.25% Notes (due 2026) and 5.00% Notes are senior unsecured obligations of American Axle & Manufacturing, Inc., all of which are fully and unconditionally guaranteed, on a joint and several basis, by American Axle & Manufacturing Holdings, Inc. and substantially all domestic subsidiaries of American Axle & Manufacturing, Inc. and Metaldyne Performance Group, Inc. The table below defines these entities.

EntityOrganized Under Laws of
Parent Entity
American Axle & Manufacturing Holdings, Inc.Delaware
Issuing Entity
American Axle & Manufacturing, Inc.Delaware
Guarantor Entities
AAM International Holdings, Inc. Delaware
Auburn Hills Manufacturing, Inc. Delaware
Oxford Forge, Inc. Delaware
MSP Industries CorporationMichigan
Colfor Manufacturing, Inc. Delaware
AccuGear, Inc. Delaware
Metaldyne Performance Group, Inc. Delaware
Metaldyne M&A Bluffton, LLCDelaware
Metaldyne Powertrain Components, Inc. Delaware
Metaldyne Sintered Ridgway, LLCDelaware
Metaldyne SinterForged Products, LLCDelaware
Punchcraft Machining and Tooling, LLCDelaware
HHI FormTech, LLCDelaware
Jernberg Industries, LLCDelaware
Impact Forge Group, LLCDelaware
ASP HHI Holdings, Inc. Delaware
MD Investors CorporationDelaware
AAM Powder Metal Components, Inc. Ohio
ASP Grede Intermediate Holdings LLCDelaware
AAM Casting Corp. Delaware


EXHIBIT 23 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements No. 333-257572, No. 333-220300, No. 333-225468 and No. 333-181163 each on Forms S-8, and Registration Statement No. 333-217033 on Form S-3ASR of our report dated February 11, 2022, relating to the consolidated financial statements and financial statement schedule of American Axle & Manufacturing Holdings, Inc. and the effectiveness of American Axle & Manufacturing Holdings, Inc.'s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Detroit, Michigan
February 11, 2022


EXHIBIT 31.1 – CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT

I, David C. Dauch, certify that:

1. I have reviewed this Annual Report on Form 10-K of American Axle & Manufacturing Holdings, Inc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 11, 2022

/s/ David C. Dauch
David C. Dauch
Chairman of the Board & Chief Executive Officer
(Principal Executive Officer)



EXHIBIT 31.2 – CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT

I, Christopher J. May, certify that:

1. I have reviewed this Annual Report on Form 10-K of American Axle & Manufacturing Holdings, Inc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 11, 2022

/s/ Christopher J. May
Christopher J. May
Vice President & Chief Financial Officer
(Principal Financial Officer)



EXHIBIT 32 - CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Axle & Manufacturing Holdings, Inc. (Issuer) on Form 10-K for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (Report), I, David C. Dauch, Chairman of the Board & Chief Executive Officer of the Issuer, and I, Christopher J. May, Vice President & Chief Financial Officer of the Issuer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

/s/ David C. Dauch/s/ Christopher J. May
David C. DauchChristopher J. May
Chairman of the Board &Vice President &
Chief Executive OfficerChief Financial Officer
February 11, 2022February 11, 2022






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