Century Aluminum Co 8-K, filed Feb 4, 2022
Century Aluminum Co (CENX)
8-K
2022-02-04
For: 2022-02-01
View Original
Added on
April 12, 2026
About this 8-K
Century Aluminum Co filed this 8-K on February 4, 2022, reporting on events of February 1, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): February 1, 2022
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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 February 4, 2022, Century Aluminum Company (the “Company”) announced that Craig Conti will leave his position as Executive Vice President and Chief Financial Officer of the Company in order to be closer to family and to pursue other opportunities, effective March 1, 2022. Mr. Conti's decision to leave the Company is not the result of any dispute or disagreement with the Company or management.
Following Mr. Conti's departure, Michelle Harrison, the Company’s Senior Vice President, Finance and Treasurer, will assume the responsibilities of the principal financial officer while the Company conducts a search, both internally and externally, for a successor. Ms. Harrison's biographical data is incorporated herein by reference as set forth in our proxy statement filed on April 22, 2021. With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Ms. Harrison and any of the Company’s directors or executive officers. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Ms. Harrison and the Company that would be required to be reported.
Item 7.01. Regulation FD Disclosure.
On February 4, 2022, the Company issued a press release announcing the departure of Mr. Conti from his position as Executive Vice President and Chief Financial Officer of the Company. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | 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.
CENTURY ALUMINUM COMPANY | ||||||||||||||
| Date: | February 4, 2022 | By: | /s/ Jesse Gary | |||||||||||
| Name: | Jesse Gary | |||||||||||||
| Title: | President and Chief Executive Officer | |||||||||||||
Exhibit 99.1
Century Announces Departure of Chief Financial Officer; Senior Vice President, Finance to Assume Responsibilities of Principal Financial Officer During Search for Replacement
CHICAGO, February 4, 2022 (GLOBE NEWSWIRE) – Century Aluminum Company (NASDAQ: CENX) announced today that Craig Conti will be leaving the Company in order to be closer to family and pursue other opportunities, effective March 1, 2022. Mr. Conti joined the Company in July 2018 as Executive Vice President and Chief Financial Officer.
Jesse Gary, the Company’s President and Chief Executive Officer commented, "On behalf of everyone at Century, I would like to thank Craig for his valuable contributions to Century’s success over the past few years. We wish him all the best in his future endeavors.”
Following Mr. Conti’s departure, Michelle Harrison, the Company’s Senior Vice President, Finance and Treasurer, will assume the responsibilities of principal financial officer while the Company conducts a search, both internally and externally, for a successor.
About Century Aluminum Company
Century Aluminum Company owns primary aluminum capacity in the United States and Iceland. Century's corporate offices are located in Chicago, IL. Visit www.centuryaluminum.com for more information.
Cautionary Statement
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words "believe," "expect," "hope," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," "scheduled," "forecast" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may."
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the Securities and Exchange Commission. Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended. Many of these factors are beyond our ability to control or predict. Given these uncertainties, investors are cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact
Peter Trpkovski
(Investors and media)
312-696-3132
Source: Century Aluminum Company