UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a Party other than the Registrant

Check the appropriate box

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to ss.240.14a-12

Arcadium Lithium plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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1818 Market Street, Suite 2550, Philadelphia, PA 19103

Dear Shareholder

It is my pleasure to invite you to attend the Company’s 2024 Annual Meeting of Shareholders. The meeting will be held virtually via live webcast on Thursday, July 25, 2024, at 2:00 p.m. GMT (10:00 a.m. US EDT). The meeting can be accessed by visiting www.virtualshareholdermeeting.com/ALTM2024, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for shareholders to attend. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.

During the meeting, we will report to you on the Company’s achievements. We welcome this opportunity to have a dialogue with our shareholders and look forward to your comments and questions.

Your vote is important. Please vote your proxy promptly so your shares can be represented. Please see your proxy card for specific instructions on how to vote.

Sincerely,

Peter Coleman

Chairman of the Board

June 7, 2024

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1818 Market Street, Suite 2550, Philadelphia, PA 19103

Notice of Annual

Meeting of Shareholders

Time and Date:

Thursday, July 25, 2024

2:00 p.m. GMT (10:00 a.m. US EDT)

Location:

The meeting can be accessed by visiting www.virtualshareholdermeeting.com/ALTM2024. There will be no physical location for shareholders to attend.

Record Date:

Close of business on May 31, 2024. You will have one vote for each share of Ordinary Shares.

Dear Shareholder:

You are invited to the Annual Meeting of Shareholders of Arcadium Lithium plc. We will hold the meeting virtually via live webcast at the time and web page noted.

At the meeting, we will ask you to:

	1.			Elect twelve directors to terms expiring in 2025.
	2.			Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024.
	3.			Hold an advisory (non-binding) vote on named executive officer compensation.
	4.			Hold an advisory (non-binding) vote on the frequency of executive compensation voting (“say-on-pay frequency vote”).
	5.			Consider and act upon any other business properly brought before the meeting, including to answer any questions arising from the Shareholders.

The board of directors recommends a vote FOR its nominees for director, votes FOR proposals 2 and 3 and a vote FOR “one year” as the preferred frequency of future advisory votes to approve named executive officer compensation.

Your vote is important. To be sure your vote counts and assure a quorum, please vote, sign, date and return the enclosed proxy card; or follow the instructions on the enclosed proxy card for voting by Internet or by telephone, whether or not you plan to attend the virtual meeting.

By order of the Board of Directors,

Sara Ponessa

Vice President,

General Counsel and Secretary

June 7, 2024

Important Notice Regarding The Availability of Proxy Materials for the Shareholder Meeting to be Held on July 25, 2024:

The proxy statement and the annual report to security holders are available at www.arcadiumlithium.com.

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Table of Contents

I.	General Information	1
	Solicitation of Proxies	1
	Agenda Items	1
	Instructions for the Virtual Annual Meeting	1
	Information About Voting	2
II.	The Proposals to be Voted on	5
	Proposal 1: Election of Directors	5
	Proposal 2: Ratification of Appointment of Independent Registered Accounting Firm	6
	Proposal 3: Advisory (Non-Binding) Vote on Named Executive Officer Compensation	8
	Proposal 4: Advisory (Non-Binding) Vote on the Frequency of Executive Compensation Voting (“Say-on-Pay Frequency Vote”)	9
III.	Board of Directors	10
	Director Qualifications	10
	Nominees for Director	13
IV.	Information About the Board of Directors and Corporate Governance	20
	Meetings	20
	Committees and Independence of Directors	20
	Director Compensation	23
	Corporate Governance	24
V.	Security Ownership of Arcadium Lithium plc	30
	Management Ownership	30
	Other Security Ownership	31
	Delinquent Section 16(a) Reports	31

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VI.	Executive Compensation	32
	Compensation Discussion and Analysis	32
	Executive Compensation Tables	51
	Pay Ratio Disclosure	55
	Pay Versus Performance Disclosure	61
VII.	Other Matters	64
	Notice and Access	64
	Householding	64
	Audit Committee Report	64
	Expenses Relating to this Proxy Solicitation	65
	Annual Report	65

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I. General Information

On January 4, 2024, Arcadium Lithium plc (the “Company,” “Arcadium” or “we”) completed the merger of equals by which Livent Corporation, a Delaware corporation (“Livent”), and Allkem Limited, an Australian company limited by shares (“Allkem”), became wholly owned subsidiaries of the Company. All references herein to periods prior to January 4, 2024 refer to Livent, the Company’s predecessor. The term shareholder in relation to the Company means a member of the Company (as used in the Company's Articles of Association).

SOLICITATION OF PROXIES

The Board of Directors (“Board”) of the Company is soliciting proxies for use at the Company’s 2024 Annual Meeting of Shareholders and any postponements or adjournments of that meeting (the “Annual Meeting”). On or about June 7, 2024, we will mail to each of our shareholders (other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet.

AGENDA ITEMS

The agenda for the Annual Meeting is to lay the Company's accounts for the financial year ended 31 December 2023, together with the auditor's report thereon before the Annual Meeting and to:

1.	Elect twelve directors to terms expiring in 2025;

2.	Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024;

3.	Conduct an advisory (non-binding) vote on named executive officer compensation;

4.	Hold an advisory (non-binding) vote on the frequency of executive compensation voting (“say-on-pay frequency vote”); and

5.	Conduct other business properly brought before the meeting, including to answer any questions arising from the Shareholders.

INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING

Our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. We have adopted a virtual format for the Annual Meeting to make participation accessible for shareholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all shareholders regardless of their location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/ALTM2024 and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 1:45 p.m. Greenwich Mean Time (“GMT”) (9:45 a.m. US EDT) on July 25, 2024. The meeting will begin promptly at 2:00 p.m. GMT (10:00 a.m. US EDT) on July 25, 2024.

Whether or not you participate in the virtual meeting, it is important that your shares be part of the voting process. You may log on to www.proxyvote.com and enter your 16-digit control number. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

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The question and answer session at the Annual Meeting will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number. Questions may also be submitted during the Annual Meeting. We will post questions and answers that were not responded to at the Annual Meeting, if applicable to our Company, on our Investor Relations website shortly after the meeting.

INFORMATION ABOUT VOTING

Who Can Vote

You can vote at the Annual Meeting if you were a holder of the Company’s ordinary shares, par value of $1.00 per share (“Ordinary Shares”) or CDIs (as defined below), on the record date. The record date is the close of business on May 31, 2024. You will have one vote for each share of Ordinary Shares. As of the record date, there were 1,075,210,958 Ordinary Shares outstanding.

How to Vote

You may vote in one of four ways:

You can vote by signing and returning the enclosed proxy card if you have elected to receive a full set of proxy materials. This will authorize and instruct the individuals named on the card to vote your shares at the Annual Meeting in the way you indicate;

You can vote by internet prior to the Annual Meeting;

You can vote by telephone prior to the Annual Meeting; or

You can cast your vote by internet at the Annual Meeting.

If you hold CDIs, you must obtain a valid CDI Voting Instruction Form (as defined below) from CDN (as defined below) in order to vote. Please see “Holders of Chess Depositary Interests – Special Voting Instructions” below for further instructions.

Use of Proxies

We plan to vote signed and returned proxies without specific instructions FOR the Board nominees for director, FOR Proposals 2 and 3, and a vote FOR “one year” as the preferred frequency of future advisory votes to approve named executive officer compensation, and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting.

Quorum Requirement

We need a quorum of shareholders to hold a valid Annual Meeting. A quorum will be present if the holders of at least a majority of the outstanding Ordinary Shares entitled to vote at the meeting either attend the Annual Meeting virtually or are represented by proxy at the Annual Meeting. Abstentions and broker non-votes (described below) are counted as present for the purpose of establishing a quorum. Shareholders who attend the Annual Meeting by following the instructions above under “How to Vote” will be considered to be attending the meeting “in person.”

Vote Required For Action

Directors are elected by a majority of the votes cast in an uncontested election. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected at the Annual Meeting, the election of directors is an uncontested election. As a result, any nominee who receives a majority of the votes cast with respect to his or her election at the Annual Meeting will be elected to the Board (or re-elected, in the case of any nominee who is an incumbent director). Under our Articles of Association, if an incumbent nominee fails to receive the required number of votes for re-election, within ninety (90) days after certification of the election results, the Nominating and Corporate Governance Committee of the Board will recommend to the Board whether to accept or reject the resignation or whether other action should be taken and the Board will act on the Nominating and Corporate Governance Committee’s recommendation. Under our Articles of Association, incumbent

Arcadium Lithium plc 2 2024 Proxy Statement

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nominees have tendered a contingent resignation which would become effective if (i) the nominee does not receive a majority of the votes cast with respect to his or her election at the Annual Meeting and (ii) the Board accepts such resignation. Adoption of Proposals 2, 3 (which is non-binding) and 4 (which is non-binding) require the affirmative vote of the majority of votes cast at the meeting.

Abstentions or Lack of Instructions to Banks or Brokers

With respect to Proposals 1 through 4, abstentions will not be counted as votes cast, and thus will have no effect on the Proposals 1 through 4.

A broker non-vote occurs when a bank, broker or other nominee holding shares on behalf of a shareholder does not receive voting instructions from the beneficial owner with respect to a non-routine matter to be voted on at the Annual Meeting by a specified date before the Annual Meeting. Banks, brokers and other nominees may vote undirected shares on matters deemed routine in accordance with New York Stock Exchange (“NYSE”) rules, but they may not vote undirected shares on matters deemed non-routine in accordance with such rules. For this purpose, only the ratification of the appointment of the independent registered public accounting firm is considered a routine matter.

In the event of a broker non-vote in the election of directors, the non-binding advisory vote regarding named executive officer compensation or the non-binding advisory vote regarding the preferred frequency of future advisory votes to approve named executive officer compensation at the Annual Meeting, the broker non-vote will not have any effect on the outcome inasmuch as broker non-votes are not counted as votes cast or as shares present and entitled to be voted with respect to any matter on which the broker has expressly not voted.

Holders of Chess Depositary Interests – Special Voting Instructions

Arcadium would like to remind CDI holders of the particular requirements and restrictions that their votes will be subject to.

A CDI is a CHESS Depositary Interest (“CDI”) traded on the Australian Securities Exchange (“ASX”) and represents an uncertificated unit of beneficial ownership in the shares of the Company. CDI holders do not actually own direct legal title to shares, which is held for and on behalf of CDI holders by CHESS Depositary Nominees Pty Limited (“CDN”), a wholly owned subsidiary of ASX Limited. CDN is authorized by its Australian Financial Services Licence to operate custodial and depositary services, other than investor directed portfolio services, to wholesale and retail clients. This structure exists because the Company is listed on the NYSE with a right to have its securities traded on the ASX by way of CDIs.

CDN or its custodian is considered the holder of record for purposes of voting at our Annual Meeting. As the beneficial owner, you have the right to direct CDN on how to vote the shares in your account. As a beneficial owner, you are invited to attend the Annual Meeting. As CDIs are technically rights to Ordinary Shares held on behalf of CDI holders by CDN, CDI holders need to provide confirmation of their voting intentions to CDN before the Annual Meeting. CDN will then exercise the votes on behalf of CDI holders.

In order to have votes cast at the Annual Meeting on their behalf, CDI holders must complete, sign and return the enclosed CDI voting instruction form (the “CDI Voting Instruction Form”) to Computershare Investor Services Pty Limited (“Computershare”), the CDI registry in Australia, in accordance with the instructions below. You will have one (1) vote for one (1) CDI.

CDN is required to follow the voting instructions properly received from CDI holders. If a CDI holder holds its interest in CDIs through a broker, dealer or other intermediary, it will need to follow the instructions of its intermediary.

CDI Voting Instruction Forms may be lodged in one of the following ways:

	Online			Online at www.investorvote.com.au. To use the online lodgment facility, CDI holders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the CDI Voting Instruction Form.
	By Post			Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001.
	By fax			1800 783 447 within Australia or +61 3 9473 255 outside Australia.

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Completed CDI Voting Instruction Forms must be provided to Computershare no later than 12:00 a.m. AEST on Monday, July 22, 2024 (2:00 p.m. GMT on Sunday, July 21, 2024) or four (4) full business days before any adjourned or postponed Annual Meeting, in accordance with the instructions on that form. The CDI voting deadline is two (2) business days prior to the date that proxies are due, so that CDN has sufficient time to vote the Ordinary Shares underlying the applicable CDIs.

Revoking a Proxy

You may revoke your proxy at any time before it is exercised. You can revoke a proxy by:

•	Sending a written notice to the Corporate Secretary of Arcadium at Arcadium Lithium plc, 1818 Market Street, Suite 2550, Philadelphia, PA 19103;

•	Delivering a properly executed, later-dated proxy; or

•	Attending the Annual Meeting and voting by internet, provided that you comply with the conditions set forth in the section of this proxy statement above entitled “How to Vote.”

CDI holders that wish to change their vote must, no later than the due date for lodgment of CDI Voting Instruction Forms above, contact Computershare to arrange to change their vote.

Arcadium Lithium plc 4 2024 Proxy Statement

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II. The Proposals to be Voted on

PROPOSAL 1:

Election of Directors

NOMINEES FOR DIRECTOR

The Board consists of twelve directors. All directors serve for a term ending at the next annual general meeting of shareholders following their appointment or the annual general meeting of shareholders at which they were elected, as applicable, and until their successors are elected and qualified, or until their earlier death, resignation, disqualification or removal. Vacancies on the Board are filled by a majority of the directors then in office, even though fewer than a quorum, or by a sole remaining director. Any director elected to fill a vacancy will hold office until the next annual general meeting of shareholders following his or her appointment.

The Board currently consists of twelve directors: our President and Chief Executive Officer, Paul W. Graves, and eleven directors who are “independent” under the listing standards of the NYSE. The independent directors are Michael F. Barry, Peter Coleman, Alan Fitzpatrick, Florencia Heredia, Leanne Heywood, Christina Lampe-Önnerud, Pablo Marcet, Steven T. Merkt, Fernando Oris de Roa, Robert C. Pallash and John Turner. Under our Articles of Association, our directors will be elected annually by a majority of votes cast in uncontested elections. As discussed under “Information about the Board of Directors and Corporate Governance—Committees and Independence of Directors” below, our Nominating and Corporate Governance Committee is responsible for recommending to our Board, for its approval, the director nominees to be presented for shareholder approval at each annual meeting.

Each of the twelve director nominees (the “Director Nominees”) listed below is currently a director of the Company and has agreed to stand for election. If elected, each director’s next term will expire at the 2025 annual meeting of shareholders. Information about the nominees is contained in the section of this proxy statement entitled “Board of Directors.”

The Board expects that each of the Director Nominees will be able and willing to serve as directors. If any nominee becomes unavailable, the proxies may be voted for another person nominated by the Board to fill the vacancy, or the size of the Board may be reduced.

The Board of Directors recommends a vote FOR the election of Paul W. Graves, Michael F. Barry, Peter Coleman, Alan Fitzpatrick, Florencia Heredia, Leanne Heywood, Christina Lampe-Önnerud, Pablo Marcet, Steven T. Merkt, Fernando Oris De Roa, Robert C. Pallash and John Turner to the Board of Directors as described above.

Arcadium Lithium plc 5 2024 Proxy Statement

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PROPOSAL 2:

Ratification of Appointment of Independent Registered Accounting Firm

The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. The Audit Committee has approved KPMG LLP (“KPMG”) continuing to serve as the Company’s independent registered public accounting firm for 2024.

The Audit Committee periodically reviews the performance of the independent external audit firm. In conjunction with the mandated rotation of KPMG’s lead engagement partner, the Audit Committee and its chairperson also evaluate and approve the selection of KPMG’s new lead engagement partner.

The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of KPMG. For the fiscal years 2022 and 2023, KPMG’s fees, all of which were approved by the Audit Committee, are included in the table below.

(In Thousands)	2023	2022
Audit Fees⁽¹⁾	$5,835	$3,232
Audit Related Fees⁽²⁾	185	29
Tax Fees⁽³⁾	137	200
All Other Fees⁽⁴⁾	0	0
TOTAL

SEC Form DEF 14A filed by Arcadium Lithium plc