Dauch Corp 8-K

What Happened Dauch Corporation announced that its board approved an amended and restated 2018 Omnibus Incentive Plan (the “Plan”) and that stockholders approved the Plan at the annual meeting on April 30, 2026. The Compensation Committee approved a special one‑time restricted stock unit (RSU) award for Terri M. Kemp, Senior VP Chief of Staff, Human Resources & Sustainability, with a grant date value of $1,000,000 to be granted May 4, 2026 and vesting 50% on each of the one‑ and two‑year anniversaries (or earlier upon Retirement, termination without cause, death or disability). The company will file the form of the award agreement with its Form 10‑Q for the quarter ending June 30, 2026.

Key Details

• Board approved the Amended and Restated 2018 Omnibus Incentive Plan on Feb 4, 2026; shareholders approved it Apr 30, 2026.
• Terri M. Kemp RSU Award: $1,000,000 grant date value; grant date May 4, 2026; vests 50% at 1 year and 50% at 2 years (accelerated on Retirement, termination without cause, death or disability).
• Director election votes (three‑year terms): Terry Grayson‑Caprio — For 166,606,334; Against 1,158,329; Abstain 56,570; Broker non‑votes 16,975,408. Sandra E. Pierce — For 164,099,246; Against 3,668,661; Abstain 53,326; Broker non‑votes 16,975,408. James A. McCaslin — For 146,672,019; Against 21,084,671; Abstain 64,543; Broker non‑votes 16,975,408.
• Advisory “say‑on‑pay” vote: For 157,836,966; Against 9,946,156; Abstain 38,111; Broker non‑votes 16,975,408.
• Plan approval vote: For 150,375,444; Against 17,348,581; Abstain 97,208; Broker non‑votes 16,975,408.
• Ratification of Deloitte & Touche LLP as auditor: For 170,779,885; Against 13,984,584; Abstain 32,172.

Why It Matters Shareholder approval of the amended Omnibus Incentive Plan authorizes Dauch to grant future equity‑based awards, which the company is already using for a $1.0M RSU grant to a senior executive. The RSU award and plan approval are material to executive compensation and potential dilution. The vote tallies show broad support for management proposals overall, but also noteworthy opposition on certain items (e.g., ~21.1M votes against one director and ~17.3M votes against the Plan), which investors may view as shareholder feedback on governance or pay. The company will file the detailed award agreement in its upcoming Form 10‑Q.