CENX 8-K
Century Aluminum Co (CENX)
8-K
2023-06-09
For: 2023-06-05
View Original
Added on
April 12, 2026
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): June 5, 2023
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
| (Registrant's telephone number, including area code) | |||||
| N/A | |||||
| (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: | |||||
| 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 Symbol(s) | Name of each exchange on which registered: | ||||||
(Nasdaq Global Select Market) | ||||||||
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 June 6, 2023, Michelle M. Harrison, Senior Vice President, Finance and Treasurer of the Company notified the Company of her decision to retire after more than 23 years of service with the Company. Ms. Harrison’s retirement will be effective on July 1, 2023. In connection with Ms. Harrison’s retirement, Peter A. Trpkovski, who is currently serving as Vice President, Finance and Investor Relations of the Company, will be promoted to the role of Senior Vice President, Finance and Treasurer, effective July 1, 2023.
A copy of the press release issued by the Company on June 9, 2023 announcing the retirement of Ms. Harrison and appointment of Mr. Trpkovski is attached hereto as Exhibit 99.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") on June 5, 2023. A total of 82,723,588 shares of the Company's common stock were present or represented by proxy at the meeting, representing approximately 89.6% of the shares outstanding and entitled to vote at the Annual Meeting, thus providing a quorum.
The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Annual Meeting is as follows:
Proposal No. 1: Election of Jarl Berntzen, Jennifer Bush, Jesse Gary, Errol Glasser, Wilhelm van Jaarsveld, Andrew Michelmore, and Tamla Olivier to the Company's Board of Directors
The seven persons nominated to serve as directors of the Company received the following number of votes and were elected as directors to serve a one-year term expiring at the annual meeting of stockholders in 2024:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Jarl Berntzen | 77,594,204 | 1,174,917 | 3,954,467 | |||||||||||||||||
| Jennifer Bush | 77,070,431 | 1,698,690 | 3,954,467 | |||||||||||||||||
| Jesse Gary | 78,489,178 | 279,943 | 3,954,467 | |||||||||||||||||
| Errol Glasser | 77,756,305 | 1,012,816 | 3,954,467 | |||||||||||||||||
| Wilhelm van Jaarsveld | 78,445,997 | 323,124 | 3,954,467 | |||||||||||||||||
| Andrew Michelmore | 75,178,015 | 3,591,106 | 3,954,467 | |||||||||||||||||
| Tamla Olivier | 78,593,905 | 175,216 | 3,954,467 | |||||||||||||||||
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023 as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 81,302,845 | 870,854 | 549,889 | - | |||||||||||||||||
Proposal No. 3: Advisory Vote on the Compensation of Named Executive Officers
The stockholders approved, through a non-binding advisory vote, the 2023 compensation of the Company's named executive officers as described in the Company's proxy statement as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 77,489,339 | 1,252,931 | 26,851 | 3,954,467 | |||||||||||||||||
Proposal No. 4: Advisory Vote on the Frequency of Future Advisory Votes on Compensation of Named Executive Officers
The allocation of the votes for the non-binding advisory vote on the frequency of future "say-on-pay" advisory votes was as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 73,713,346 | 38,107 | 4,974,621 | 43,047 | 3,954,467 | ||||||||||||||||||||||
In accordance with the recommendation of the Company's stockholders, the Company will hold a non-binding advisory vote on the compensation of its named executive officers annually until the next required stockholder vote on the frequency of "say-on-pay" votes.
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: | June 9, 2023 | By: | /s/ John DeZee | |||||||||||
| Name: | John DeZee | |||||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||||||||
Century Aluminum Company Announces the Expansion of its Board of Directors and Additional Management Changes
Tamla Olivier Joins the Board as a New Director; Shelly Harrison to Retire; Peter Trpkovski Named Senior Vice President, Finance and Treasurer
CHICAGO, June 9, 2023 (GLOBE NEWSWIRE) – Century Aluminum Company (NASDAQ: CENX) today announced that on Monday, June 5, 2023, the Company’s stockholders voted to increase the size of Century’s Board of Directors (the “Board”) from six to seven members, and elected Tamla Olivier to join Century’s six incumbent Directors, as an independent director with a term expiring at the Company’s annual meeting of stockholders in 2024.
Ms. Olivier is Chief Operating Officer for Pepco Holdings, part of the Exelon family of companies, the nation’s leading energy company with more than 10 million customers. Ms. Olivier has been working in the energy market for more than a decade with Exelon and oversees the company’s electric and natural gas operations in Delaware, and electric operations in the District of Columbia, Maryland and New Jersey. Prior to her time with Exelon, Ms. Olivier held senior leadership roles at T. Rowe Price, United Defense and Wells Fargo.
“Adding Tamla to Century’s Board is a big win for the Company,” said Jesse Gary, President and CEO of Century. “Tamla brings significant expertise in the electric and gas utility industries, providing the Company with great insight into electric power generation markets, which are critical components of our cost structure. Tamla additionally brings a vast knowledge of human resources and organizational development expertise to Century, and we look forward to working together.”
The Company also today announced the retirement of Shelly Harrison, Senior Vice President, Finance and Treasurer. Pete Trpkovski, Vice President, Finance and Investor Relations will assume Ms. Harrison’s duties and has been promoted to Senior Vice President, Finance and Treasurer, effective July 1, 2023. Ms. Harrison announced her retirement from Century after more than 23 years with the Company and will remain in her role through June 30, 2023.
“Working with Shelly over the last several years has been very rewarding,” said Mr. Gary. “Shelly joined Century in 2000 and has helped guide the growth of the Company, going from a single asset to Century’s current footprint in the U.S., Europe, and Jamaica. We wish Shelly and her family the best as she transitions to retirement.”
Mr. Trpkovski joined Century in 2013, holding several positions of increasing responsibility within the finance function since that time. From 2019-2022 Mr. Trpkovski served as Director of Financial Planning and Analysis and in 2022 Mr. Trpkovski was promoted to Vice President, Finance and Investor Relations. Prior to joining Century, Mr. Trpkovski held multiple roles with Johnson Controls and Citigroup.
“I want to congratulate Pete on his promotion,” said Mr. Gary. “Pete joined Century a decade ago and has repeatedly shown the ability to take on increased responsibilities and improve the business. Pete and Shelly have worked together numerous times and on numerous projects over the years and I have every confidence that their history of working together will ensure a smooth and well executed leadership transition.”
About Century Aluminum Company
Century Aluminum Company is a global metals and mining company, focused on bauxite, alumina and aluminum. Century operates globally, with operations in the U.S., Iceland, Jamaica, and Netherlands. 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