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): December 6, 2021

Century Aluminum Company

(Exact Name of Registrant as Specified in Charter)

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2021, the Board of Directors (the "Board") of Century Aluminum Company (the “Company”) increased the size of the Board from five to six members and appointed Jennifer ("Jenny") Bush as an independent director with a term expiring at the Company’s annual meeting of stockholders in 2022. The Board also appointed Ms. Bush to the Board’s Audit, Governance and Nominating, Compensation and Health, Safety and Sustainability Committees.

Ms. Bush has been with Cummins Inc. (NYSE: CMI) since 1997 and has been serving as the Vice President, Cummins Sales and Service, North America since 2017. Ms. Bush previously served as President, Mid-South LLC and Cummins Southern Plains LLC from 2014 through 2017, General Manager, Global Commercial Marine, Cummins Engine Business from 2011 through 2014, Director, Global Supply Chain and Manufacturing Operations, Cummins Generator Technologies from 2009 through 2011, and General Manager, Europe, Middle East, Africa and Russia, Cummins Generator Technologies from 2006 through 2009.

There are no arrangements or understandings between Ms. Bush and any other persons in connection with her appointment. Ms. Bush does not have any family relationships with any executive officer or director of the Company and she is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Bush will be compensated consistent with the Company’s compensation program for non-employee directors. Under the terms of the Company’s non-employee director compensation program, upon her election to the Board, Ms. Bush received an award of 7,841 time-vesting share units, representing a pro rata portion of the value of the non-employee directors’ annual time-vesting share unit award.

Item 7.01 Regulation FD Disclosure.

The December 8, 2021 press release regarding the election of Ms. Bush is being furnished with this Current Report on Form 8-K as Exhibit 99.1. The information in Item 7.01 of this report (including Exhibit 99.1) 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 be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Additionally, the submission of this Item 7.01 in this report on Form 8-K is not an admission of the materiality of any information in this Item 7.01 of this report that is required to be disclosed solely by Regulation FD.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

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.

Document

Exhibit 99.1

Century Aluminum Company Announces Jennifer Bush as New Independent Board Member

CHICAGO, December 8, 2021 (GLOBE NEWSWIRE) – Century Aluminum Company (NASDAQ: CENX) announced today that its Board of Directors (the “Board”) increased the size of the Board from five to six members on December 6, 2021 and appointed Jennifer (“Jenny”) Bush as an independent director effective immediately with a term expiring at Century’s annual meeting of stockholders in 2022.

Ms. Bush has been with Cummins Inc. (NYSE: CMI) since 1997 and has been serving as the Vice President, Cummins Sales and Service, North America since 2017. Ms. Bush leads the North America distribution business, overseeing a $5 billion segment with more than 250 locations and 9,000 employees.

“Century is pleased to announce the addition of Ms. Jennifer Bush to the Board. Ms. Bush’s expertise and experience in industrial settings focused on safety and operational excellence aligns well with Century’s core values. Ms. Bush’s leadership will be invaluable to Century as we sustainably grow our business”, commented Andrew Michelmore, Chairman of the Board.

Among numerous strong leadership characteristics, Ms. Bush brings 25 years of experience of global P&L, commercial and operational leadership in industrial businesses to the Board along with a strong commitment to health, safety, and sustainability. Ms. Bush’s strategic and operational acumen are an asset to Century as well as her strength as a leader who has embedded sustainability into her business strategy. Ms. Bush completed her ONC and HNC in Mechanical Engineering at Wirral Metropolitan College (United Kingdom) and holds her MBA in Marketing from University of Leicester (United Kingdom).

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