Constellium SE filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CSTM
Metal Fabrications
Industrials
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 )
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to section 12(b) of the Act
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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
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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:
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1.
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Appointment of Mr. Bradley Soultz as a director for a term of three years
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Voted For
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Voted Against
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Abstained
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Percentage |
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| 111,140,165 | 16,987 | 39,235 | 99.98 % |
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2.
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Re-appointment of Mr. Emmanuel Blot as a director for a term of three years
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Voted For
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Voted Against
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Abstained
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Percentage | |
| 108,689,548 | 2,468,638 | 38,201 | 97.78% |
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3.
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Re-appointment of Ms. Martha Brooks as a director for a term of three years
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Voted For
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Voted Against
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Abstained
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Percentage | |
| 109,047,208 | 2,111,227 | 37,952 | 98.10% | |
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4.
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Re-appointment of Ms. Lori Walker as a director for a term of three years
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Voted For
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Voted Against
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Abstained
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Percentage | |
| 93,422,720 | 5,001,274 | 12,772,393 | 94.92% |
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5.
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Approval of the statutory financial statements and transactions for the fiscal year ended December 31, 2024
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Voted For
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Voted Against
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Abstained
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Percentage | |
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110,847,405
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3,773
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345,209
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100% |
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6.
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Approval of the consolidated financial statements and transactions for the fiscal year ended December 31, 2024
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Voted For
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Voted Against
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Abstained
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Percentage | |
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110,846,648
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3,530
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346,209
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100% |
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7.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
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98,077,138
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198,034
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12,921,215
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99.80% |
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8.
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Allocation of the results of the Company for the fiscal year ended December 31, 2024
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Voted For
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Voted Against
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Abstained
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Percentage | |
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111,139,427
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13,418
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43,542
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99.99% | |
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9.
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Re-appointment of PricewaterhouseCoopers Audit and appointment of RSM France as the Statutory Auditors
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Voted For
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Voted Against
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Abstained
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Percentage | |
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110,795,999
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365,990
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34,398
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99.67% |
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10.
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Appointment of PricewaterhouseCoopers Audit as a Statutory Auditor in charge of certifying the consolidated sustainability information
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Voted For
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Voted Against
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Abstained
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Percentage | |
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110,183,817
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384,502
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628,068
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99.65% | |
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11.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
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111,106,958
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10,154
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79,275
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99.99% | |
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12.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
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111,162,634
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20,611
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13,142
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99.98% |
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13.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
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111,162,624
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15,206
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18,557
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99.99% | |
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14.
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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 |
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Voted For
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Voted Against
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Abstained
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Percentage | |
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110,573,580
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604,455
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18,352
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99.46% |
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15.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
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76,607,646
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34,571,097
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17,644
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68.90% | |
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16.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
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81,409,729
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29,769,399
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17,259
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73.22% | |
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17.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
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76,594,879
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34,563,432
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38,076
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68.91% | |
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18.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
| 80,930,500 | 30,227,811 | 38,076 | 72.81% |
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19.
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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
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Voted For
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Voted Against
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Abstained
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Percentage | |
| 110,907,392 | 276,753 | 12,242 | 99.75% |
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20.
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Amendment of article 13 of the articles of association
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Voted For
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Voted Against
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Abstained
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Percentage | |
| 111,121,310 | 11,769 | 63,308 | 99.99% | |
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21.
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Amendment of article 20 of the articles of association
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Voted For
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Voted Against
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Abstained
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Percentage | |
| 111,122,311 | 10,348 | 63,728 | 99.99% |
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22.
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Powers to carry out formalities
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Voted For
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Voted Against
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Abstained
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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.
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CONSTELLIUM SE
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(Registrant)
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May 22, 2025
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By:
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/s/ Jack Guo
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Name:
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Jack Guo
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Title:
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Chief Financial Officer
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