8-K
Alcoa Corp (AA)
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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 5, 2022
ALCOA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-37816 | 81-1789115 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 201 Isabella Street, Suite 500<br> <br>Pittsburgh, Pennsylvania | 15212-5858 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (412) 315-2900
Not applicable
(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 (see General Instruction A.2. below):
| ☐ | 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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | AA | New York Stock Exchange |
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 ☐
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 | Submission of Matters to a Vote of Security Holders. |
|---|
On May 5, 2022, Alcoa Corporation (“Alcoa”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting.
Item 1. The 10 director nominees nominated by the Alcoa Board of Directors (the “Board”) for election to the Board were elected, each for a one-year term expiring in 2023, based upon the following votes:
| Nominee | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Steven W. Williams | 130,585,012 | 5,249,278 | 186,714 | 15,344,286 |
| Mary Anne Citrino | 128,879,046 | 6,974,613 | 167,345 | 15,344,286 |
| Pasquale (Pat) Fiore | 130,830,615 | 5,006,614 | 183,775 | 15,344,286 |
| Thomas J. Gorman | 129,316,298 | 6,529,005 | 175,701 | 15,344,286 |
| Roy C. Harvey | 130,853,817 | 5,003,207 | 163,980 | 15,344,286 |
| James A. Hughes | 130,856,721 | 4,996,248 | 168,035 | 15,344,286 |
| James E. Nevels | 129,857,607 | 5,982,586 | 180,811 | 15,344,286 |
| Carol L. Roberts | 130,818,180 | 5,043,899 | 158,925 | 15,344,286 |
| Jackson (Jackie) P. Roberts* | 130,853,371 | 4,986,423 | 181,210 | 15,344,286 |
| Ernesto Zedillo | 130,032,454 | 5,821,425 | 167,125 | 15,344,286 |
| * | Ms. Jackie Roberts was first elected to the Board at the Annual Meeting. In connection with her election to the Board, the Board appointed Ms. Roberts to serve on its Compensation and Benefits Committee and Safety, Sustainability and Public Issues Committee. | |||
| --- | --- |
Item 2. The appointment of PricewaterhouseCoopers LLP as Alcoa’s independent auditor for 2022 was ratified based upon the following votes:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 150,740,472 | 346,045 | 278,773 | 0 |
Item 3. The advisory vote to approve Alcoa’s 2021 named executive officer compensation was approved based upon the following votes:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 128,808,080 | 6,885,790 | 327,134 | 15,344,286 |
Item 4. The non-binding stockholder proposal to reduce the ownership threshold for stockholders to call a special meeting was not approved based upon the following votes:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 51,955,696 | 83,432,298 | 633,010 | 15,344,286 |
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.
| ALCOA CORPORATION | ||
|---|---|---|
| Date: May 11, 2022 | By: | /s/ Marissa P. Earnest |
| Marissa P. Earnest | ||
| Senior Vice President, Chief Governance Counsel <br>and Secretary |