Dauch Corp 8-K/A

What Happened
Dauch Corporation announced that its board approved an amended and restated 2018 Omnibus Incentive Plan (the “Plan”) and that stockholders ratified the Plan at the company’s April 30, 2026 annual meeting. The Compensation Committee approved a special one-time restricted stock unit (RSU) award with a grant-date value of $1,000,000 for Terri M. Kemp, Senior Vice President Chief of Staff, Human Resources & Sustainability; the Award will be granted May 4, 2026 and vests 50% on each of the one- and two-year anniversaries (with earlier vesting on Retirement, termination without cause, death or disability).

Key Details

• Board approved the Amended & Restated 2018 Omnibus Incentive Plan on February 4, 2026; stockholders approved it on April 30, 2026. (See Proxy Appendix B filed March 19, 2026.)
• RSU Award for Terri M. Kemp: $1,000,000 grant date value; vesting 50% at one year and 50% at two years; grant date May 4, 2026; accelerated payout rules for Retirement, termination without cause, death or disability.
• Director elections (three-year terms through 2029) — vote totals: Terry Grayson-Caprio: 166,606,334 for; Sandra E. Pierce: 164,099,246 for; James A. McCaslin: 146,672,019 for (with notable votes against).
• Other shareholder votes at the April 30, 2026 meeting: advisory say-on-pay — 157,836,966 for vs. 9,946,156 against; Plan approval — 150,375,444 for vs. 17,348,581 against; auditor ratification (Deloitte & Touche LLP) — 170,779,885 for vs. 13,984,584 against.

Why It Matters
Stockholder approval of the amended omnibus plan gives Dauch the legal framework to grant equity awards (like RSUs) going forward, which affects executive pay, employee retention and potential share-based compensation expense or dilution. The one-time $1M RSU grant to a senior HR and sustainability executive signals targeted retention/recognition by management under the newly approved plan. The voting results show broad support for management’s proposals overall, though the Plan and one director received higher levels of opposition than some other items — a detail investors may watch for governance and proxy-season trends.