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    Constellium SE filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/22/25 3:52:23 PM ET
    $CSTM
    Metal Fabrications
    Industrials
    Get the next $CSTM alert in real time by email
    false0001563411NYSE00015634112025-05-152025-05-15

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 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): May 22, 2025 (May 15, 2025)

    Constellium SE
    (Exact name of registrant as specified in its charter)



    France
    001-35931
    98-0667516
    (State or Other Jurisdiction of Incorporation)
    (Commission File Number)
    (I.R.S. Employer Identification No.)

    300 East Lombard Street
    Suite 1710
    Baltimore, MD 21202
    United States
    (Address of principal executive office (US))

    (443) 420-7861
    (Registrant’s telephone number, including area code)

    N/A
    (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
    Ordinary Shares
    CSTM
    New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in [sic] 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. ☐



    Item 5.07
    Submissions of Matters to a Vote of Security Holders

    Constellium SE (the “Company”) held its Annual General Meeting of Shareholders on May 15, 2025. All proposals passed, including the appointment of Bradley Soultz and the re-appointment of Emmanuel Blot, Martha Brooks, and Lori Walker to the Company’s Board of Directors for a period of three years following the Annual General Meeting.  The proposals are described in detail in the Company’s proxy statement that it voluntarily filed on Form 8-K dated April 15, 2025.

    The voting results are as follows:

    1.
    Appointment of Mr. Bradley Soultz as a director for a term of three years
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
      111,140,165 16,987 39,235 99.98 %

    2.
    Re-appointment of Mr. Emmanuel Blot as a director for a term of three years
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
      108,689,548 2,468,638 38,201 97.78%

    3.
    Re-appointment of Ms. Martha Brooks as a director for a term of three years
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
      109,047,208 2,111,227 37,952  98.10%

    4.
    Re-appointment of Ms. Lori Walker as a director for a term of three years
        
     
    Voted For
    Voted Against
    Abstained
    Percentage
      93,422,720 5,001,274 12,772,393 94.92%

    5.
    Approval of the statutory financial statements and transactions for the fiscal year ended December 31, 2024
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    110,847,405
    3,773
    345,209
    100%

    6.
    Approval of the consolidated financial statements and transactions for the fiscal year ended December 31, 2024
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    110,846,648
    3,530
    346,209
    100%

    7.
    Discharge (quitus) of the directors, the Chief Executive Officer, and the Statutory Auditors of the Company in respect of the performance of their duties for the fiscal year ended December 31, 2024
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    98,077,138
    198,034
    12,921,215
    99.80%

    8.
    Allocation of the results of the Company for the fiscal year ended December 31, 2024
        
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    111,139,427
    13,418
    43,542
     99.99%


    9.
    Re-appointment of PricewaterhouseCoopers Audit and appointment of RSM France as the Statutory Auditors
        
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    110,795,999
    365,990
    34,398
    99.67%

    10.
    Appointment of PricewaterhouseCoopers Audit as a Statutory Auditor in charge of certifying the consolidated sustainability information
        
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    110,183,817
    384,502
    628,068
     99.65%

    11.
    Authorization to be given to the Board of Directors for the repurchase by the Company of its own shares in accordance with article L. 225-209-2 of the French Commercial Code
        
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    111,106,958
    10,154
    79,275
     99.99%

    12.
    Authorization to be given to the Board of Directors to reduce the Company's share capital by cancelling shares acquired pursuant to the authorization for the Company to repurchase its own shares in accordance with the provisions of article L. 225-209-2 of the French Commercial Code
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    111,162,634
    20,611
    13,142
    99.98%

    13.
    Authorization to be given to the Board of Directors to reduce the Company's share capital by cancelling the shares acquired by the Company pursuant to the provisions of article L. 225-208 of the French Commercial Code
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    111,162,624
    15,206
    18,557
     99.99%

    14.
    Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, with preferential subscription rights, up to 1,468,198.84 euros (representing 50% of the share capital), for a 26 month-period
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    110,573,580
    604,455
    18,352
    99.46%

    15.
    Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, without preferential subscription rights, by way of a public offering other than within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, up to 880,919 euros (representing 30% of the share capital), for a 26 month-period
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    76,607,646
    34,571,097
    17,644
     68.90%

    16.
    Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, without preferential subscription rights, by way of an offering within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, up to 587,279.54 euros (representing 20% of the share capital), for a 26 month-period
        
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    81,409,729
    29,769,399
    17,259
     73.22%


    17.
    Delegation of competence to the Board of Directors to increase the number of shares issued in case of a capital increase, without preferential subscription rights, by way of a public offering other than within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, in accordance with article L. 225-135-1 of the French Commercial Code, by up to 15%, for a 26 month-period
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
     
    76,594,879
    34,563,432
    38,076
     68.91%

    18.
    Delegation of competence to the Board of Directors to increase the number of shares issued in case of a capital increase, without preferential subscription rights, by way of an offering within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, in accordance with article L. 225-135-1 of the French Commercial Code, by up to 15%, for a 26 month-period
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
      80,930,500 30,227,811 38,076 72.81%

    19.
    Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of new shares of the Company to participants to an employee savings plan without preferential subscription rights, up to 29,363.98 euros (representing 1% of the share capital), for a 26 month-period
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
      110,907,392 276,753 12,242 99.75%

    20.
    Amendment of article 13 of the articles of association
        
     
    Voted For
    Voted Against
    Abstained
    Percentage
      111,121,310 11,769 63,308  99.99%

    21.
    Amendment of article 20 of the articles of association
        
     
    Voted For
    Voted Against
    Abstained
    Percentage
      111,122,311 10,348 63,728 99.99%

    22.
    Powers to carry out formalities
     
     
    Voted For
    Voted Against
    Abstained
    Percentage
      111,148,515 5,826 42,046  99.99%


    SIGNATURE

    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, thereunto duly authorized.

     
    CONSTELLIUM SE
     
    (Registrant)
         
    May 22, 2025
    By:
    /s/ Jack Guo
     
    Name:
    Jack Guo
     
    Title:
    Chief Financial Officer



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