8-K

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): October 5, 2020 (September 29, 2020)

ALCOA CORPORATION

(Exact Name of Registrant as Specified in Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.   ☐

On September 29, 2020, Mr. Timothy P. Flynn provided notice to Alcoa Corporation (the “Company”) that he does not wish to stand for re-election as a member of the Company’s Board of Directors (the “Board”) at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) and accordingly will not continue as a director following the conclusion of the Annual Meeting. He will continue to serve as a member of the Board and applicable Board committees through the conclusion of the Annual Meeting. Mr. Flynn’s decision to not stand for re-election is not due to any disagreement with the Board or the Company.

In accordance with the director retirement policy included in the Corporate Governance Guidelines of the Company, the Board has determined not to re-nominate Mr. Michael G. Morris and Ms. Kathryn S. Fuller for re-election to the Board at the Annual Meeting. The Board approved that, immediately upon the conclusion of the Annual Meeting, the size of the Board will be reduced from 12 to 10 members.

Each of Mr. Morris and Ms. Fuller will continue to serve as members of the Board, and respective committees of the Board as applicable, until the earlier of the conclusion of the Annual Meeting, such director’s successor is elected and qualified, or such director’s death, resignation or removal. Mr. Morris will step down from his position as Chairman of the Board effective January 1, 2021 (the “Transition Date”). Effective on the Transition Date, Mr. Steven W. Williams, a current member of the Board, will commence service as Chairman of the Board.

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.