Kaiser Aluminum Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2024, Kaiser Aluminum Corporation (the “Company”) held its Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the Annual Meeting, the stockholders of the Company, upon recommendation of the Company’s Board of Directors (the “Board”), approved the amendment and restatement of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan (the “2021 Plan”). We refer to the 2021 Plan, as amended and restated at the 2024 Annual Meeting, as the “Amended 2021 Plan.”
In general, the Amended 2021 Plan continues to authorize the Compensation Committee of the Board (the “Compensation Committee”) to provide for equity-based or cash-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash incentive awards, dividend equivalents, and certain other awards contemplated under the Amended 2021 Plan. The purpose of the Amended 2021 Plan is to permit award grants to non-employee directors and officers, other employees and certain service providers of the Company and its subsidiaries and to provide to such persons incentives and rewards for service and/or performance. Subject to adjustment as described in the Amended 2021 Plan and the Amended 2021 Plan’s share counting rules, a total of 788,000 shares of common stock, par value $0.01 per share, of the Company (consisting of 263,000 new shares approved by the Company’s stockholders at the 2024 Annual Meeting and 525,000 shares approved by the Company’s stockholders in 2021) are available for awards granted under the Amended 2021 Plan (plus shares subject to forfeitures or certain similar events that occur regarding awards under the Amended 2021 Plan or the 2021 Plan, or the Company’s predecessor equity compensation plan, as described in the Amended 2021 Plan).
In addition to the share increase described above, Company stockholder approval of the Amended 2021 Plan also (1) correspondingly increased the limit on shares that may be issued or transferred upon the exercise of incentive stock options granted under the Amended 2021 Plan during its duration by 263,000 shares, (2) extended the term of the Amended 2021 Plan until the 10th anniversary of the date of stockholder approval of the Amended 2021 Plan (June 11, 2034), (3) provided that the Board may administer the Amended 2021 Plan in its discretion in lieu of the Compensation Committee, (4) permitted the Compensation Committee to delegate to one or more officers of the Company the authority to authorize the grant or sale of awards on the same basis as the Compensation Committee (rather than just designating award recipients and amounts), subject to the limitations on such delegation described in the Amended 2021 Plan or under applicable law, and (5) enhanced the clawback provisions of the 2021 Plan to accommodate and support the Company’s enforcement of the Nasdaq clawback listing standards (and the Company’s related clawback policy) that were adopted in 2023. The Amended 2021 Plan also made certain other conforming, clarifying or non-substantive changes to the 2021 Plan. The Board generally will be able to amend the Amended 2021 Plan subject to Company stockholder approval and/or awardee consent in certain circumstances, as described in the Amended 2021 Plan.
This description of the Amended 2021 Plan is qualified in its entirety by reference to the full text of the Amended 2021 Plan, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
In addition, Alfred E. Osborne, Jr. retired as a director of the Company effective June 11, 2024 (the "Effective Date"). As previously disclosed, Dr. Osborne’s decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Dr. Osborne's retirement, the Board approved reducing the size of the Board from 11 to 10 directors as of the Effective Date.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Below are the matters that were voted upon at the 2024 Annual Meeting and the final voting results as reported by our inspector of elections.
Nominee Name |
Votes For |
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Votes Withheld |
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Broker Non-Votes |
Michael C. Arnold |
11,782,382 |
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3,142,541 |
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403,840 |
David. A. Foster |
14,486,159 |
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438,764 |
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403,840 |
Richard P. Grimley |
14,691,574 |
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233,349 |
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403,840 |
The other directors with terms continuing after the 2024 Annual Meeting are Keith A. Harvey, Jack. A. Hockema, Lauralee E. Martin, Teresa M. Sebastian, Donald J. Stebbins, Brett E. Wilcox and Kevin W. Williams.
For |
Against |
Abstain |
Broker Non-Votes |
14,701,082 |
206,850 |
17,036 |
403,840 |
The number of shares voting “for” constituted 98.5% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.
For |
Against |
Abstain |
15,112,035 |
211,515 |
4,257 |
The number of shares voting “for” constituted 98.6% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.
For |
Against |
Abstain |
Broker Non-Votes |
14,484,452 |
425,723 |
14,792 |
403,840 |
The number of shares voting “for” constituted 97.1% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 hereunto duly authorized.
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KAISER ALUMINUM CORPORATION |
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Date: |
June 11, 2024 |
By: |
/s/ Cherrie I. Tsai |
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Cherrie I. Tsai |