6-K - CSTM - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2021

Commission File Number: 001-35931

Constellium SE

(Translation of registrant’s name into English)

Washington Plaza	300 East Lombard Street
40-44 rue Washington	Suite 1710
75008 Paris	Baltimore, MD 21202
France	United States
(Head Office)

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☒

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Constellium SE (the “Company”) posted voting results for matters submitted at its Annual General Meeting of Shareholders held on May 11, 2021. The voting results are posted on the Company’s website and are attached and incorporated herein by reference as Exhibit 99.1.

The Company also issued a press release, attached hereto as Exhibit 99.2, announcing the appointment and re-appointment of directors to the Company’s Board of Directors.

Exhibit Index<br><br><br>No.
99.1	Voting results for Constellium SE’s 2021 Annual General Meeting.
99.2	Press release issued by Constellium SE on May 18, 2021.

The information contained in this Form 6-K is incorporated by reference into anyoffering circular or registration statement (or into any prospectus that forms a part thereof) filed by Constellium SE with the Securities and Exchange Commission.

SIGNATURE

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, thereunto duly authorized.

	CONSTELLIUM SE<br><br><br>(Registrant)
May 18, 2021	By:	/s/ Peter R. Matt
	Name:	Peter R. Matt
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

CONSTELLIUM SE 2021 ANNUAL GENERAL MEETING VOTING RESULTS

Total Shares Outstanding: 139,983,347

Total Shares Voted: 104,775,780

Total % of Shares Voted: 74.84%

PROPOSALS /RESOLUTIONS		TOTAL SHARESVOTEDFOR		TOTAL SHARESVOTEDAGAINST		ABSTENTIONS
Resolution 1	Appointment of Ms. Isabelle Boccon-Gibod as a director for a term of three years		103,241,620		1,450,482		83,678
Resolution 2	Appointment of Ms. Christine Browne as a director for a term of three years		104,411,183		280,971		83,626
Resolution 3	Appointment of Mr. Jean-Christophe Deslarzes as a director for a term of three years		104,685,163		5,986		84,631
Resolution 4	Appointment of Mr. Jean-Philippe Puig as a director for a term of three years		104,686,839		4,314		84,627
Resolution 5	Re-appointment of Mr. Michiel Brandjes as a director for a term of two years		104,473,870		217,955		83,955
Resolution 6	Re-appointment of Mr. John Ormerod as a director for a term of two years		104,353,660		338,090		84,030
Resolution 7	Re-appointment of Mr. Werner Paschke as a director for a term of one year		104,403,252		288,394		84,134
Resolution 8	Approval of statutory financial statements and transactions for year ended 31 December 2020		104,617,104		9,210		149,466
Resolution 9	Approval of the consolidated financial statements and transactions for year ended 31 December 2020		104,617,493		9,210		149,077
PROPOSALS /RESOLUTIONS		TOTAL SHARESVOTEDFOR		TOTAL SHARESVOTEDAGAINST		ABSTENTIONS
---	---	---	---	---	---	---	---
Resolution 10	Discharge (quitus) of the directors, CEO and Statutory Auditors in respect of the performance of their duties for year ended 31 December 2020		87,990,809		16,634,745		150,226
Resolution 11	Allocation of income for year ended 31 December 2020		104,748,184		17,637		9,959
Resolution 12	Approval of a regulated agreement referred to in article L. 225-38 of the French Commercial Code confirming financial provisions of CEO in the event of termination		90,347,382		14,051,554		376,844
Resolution 13	Approval of the overall envelope of annual fixed fees granted to the directors		104,293,668		403,888		78,224
Resolution 14	Delegation of competence to the Board to increase Company’s share capital by issuance of ordinary shares or other securities, with preferential subscription rights, up to 1,399,833.46 euros (representing 50% of the share<br>capital), for a 26 month-period		91,468,896		13,293,221		13,663
Resolution 15	Delegation of competence to the Board to increase Company’s share capital by issuance of ordinary shares or other securities, without preferential subscription rights, by way of a public offering other than within the meaning<br>of article L. 411-2 1° of the French Monetary and Financial Code, up to 1,399,833.46 euros (representing 50% of the share capital), for a 26 month-period		72,624,148		32,139,110		12,522
Resolution 16	Delegation of competence to the Board to increase Company’s share capital by issuance of ordinary shares or other securities, without preferential subscription rights, by way of an offering within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, up to 559,933.38 euros (representing 20% of the share capital), for a 26 month-period		75,564,653		29,198,811		12,316

(2)

PROPOSALS /RESOLUTIONS
Resolution 17	Delegation of competence to the Board to increase the number of shares issued in case of a capital increase with or without preferential subscription rights in accordance with article L. 225-135-1 of the French Commercial Code, by up to 15%, for a 26 month-period	74,062,184	30,700,094	13,502
Resolution 18	Delegation of competence to the Board to increase Company’s share capital by issuance of new shares of the Company to participants to an employee savings plan without preferential subscription rights, up to 27,996.66 euros<br>(representing 1% of the share capital), for a 26 month-period	104,263,128	500,741	11,911
Resolution 19	Authorization granted to the Board to freely allocate shares, to be issued or existing, under the Company’s 2013 Equity Incentive Plan, for a 38-month period, up to 6,800,000 ordinary<br>shares of the Company	90,410,474	14,346,702	18,604
Resolution 20	Amendment of article 12.1 of articles of association to allow for the appointment of directors representing employees	104,140,788	623,123	11,869
Resolution 21	Amendment of article 20.2 of articles of association to allow for shortening period between deadline for receiving remote voting forms and the date of a general meeting of shareholders	104,586,979	181,635	7,166
Resolution 22	Powers to carry out formalities	104,757,291	10,478	8,011

(3)

EX-99.2

Exhibit 99.2

LOGO

All voting items adopted at Constellium’s 2021 Annual General Meeting of Shareholders

Paris, May 18, 2021 – Constellium SE (NYSE: CSTM) held its Annual General Meeting of Shareholders (AGM) on May 11, 2021 in Paris, France. All voting items presented to the General Meeting were adopted, including the annual accounts for 2020 and the election of directors.

Mr. Michiel Brandjes (for a term of two years), Mr. John Ormerod (for a term of two years) and Mr. Werner Paschke (for a term of one year) were re-appointed to the Company’s Board of Directors.

Ms. Isabelle Boccon-Gibod, Ms. Christine Browne, Mr. Jean-Christophe Deslarzes and Mr. Jean-Philippe Puig were appointed as new Non-Executive Directors to the Company’s Board for a term of three years.

“I am delighted to welcome Isabelle, Chris, Jean-Christophe and Jean-Philippe as new members of the Board”, said Dick Evans, Chairman of Constellium’s Board of Directors. “Their valuable expertise and perspectives complement our Board of Directors’ experience, and I look forward to their contributions to drive the company’s future success”.

“As Constellium leverages the significant development potential brought by sustainability mega-trends and by digital transformation, we will greatly benefit from their unique set of skills grounded in their understanding of our end markets and manufacturing expertise”, added Jean-Marc Germain, Chief Executive Officer of Constellium. “They join Constellium at an exciting time as we are well positioned to seize the many value creation opportunities in front of us.”

The Board of Directors now consists of: Mr. Richard D. Evans (Chairman of the Board), Mr. Jean-Marc Germain (CEO), Ms. Isabelle Boccon-Gibod, Mr. Michiel Brandjes, Ms. Martha Brooks, Ms. Christine Browne, Mr. Jean-Christophe Deslarzes, Ms. Stéphanie Frachet, Mr. John Ormerod, Mr. Werner Paschke, Mr. Jean-Philippe Puig and Ms. Lori A. Walker.

For more information about the voting results for the 2021 AGM, please visit our website www.constellium.com.

LOGO

Ms. Isabelle Boccon-Gibod served as Executive Vice-President of the Sequana Group from 2009 to 2013 and was advisor to the deputy CEO of the Sequana Group from 2006 to 2009. She started her career with the International Paper Group, where she held various senior management positions in the U.S., in the United Kingdom and in France. Ms. Boccon-Gibod has served as a Non-Executive Director on the Boards of Arkema S.A. since 2014, Legrand S.A. since 2016 and Gaztransport & Technigaz SA since 2020.

A French citizen, Ms. Boccon-Gibod holds a Masters in Engineering from Ecole Centrale de Paris and a Master of Science in Industrial Engineering from Columbia University (NYC).

Ms. Christine Browne has extensive experience in the airline industry, including with Iberia, First Choice Airways and TUI. At TUI, Ms. Browne was Managing Director of Thomson Airways from 2007 to 2014, and Managing Director of TUI Airlines from 2014 to 2015. More recently, Ms. Browne served as Chief Operating Officer of EasyJet from 2016 to 2019. Ms. Browne has been a Non-Executive Director of Vistry Group PLC since 2014 and of Norwegian Airline since 2020.

A British national, Ms. Browne holds a Doctorate of Science (Honorary) for Leadership in Management from the University of Ulster and a Bachelors in Modern Languages from Queen’s University. Ms. Browne was awarded an OBE (Order of the British Empire) in 2013 for services to the aviation industry.

Mr. Jean-Christophe Deslarzes has been a member of the Board of Directors of The Adecco Group since April 2015 and Chairman of the Board since April 2020. Mr. Deslarzes served as Chief Human Resources Officer and member of the Executive Committee of ABB Group, based in Zurich, Switzerland, from 2013 to 2019. Previously, he was Chief Human Resources and Organization Officer and a member of the Executive Board at Carrefour Group, based in France, from 2010 to 2013. From 1994 to 2010, he held various management positions at Rio Tinto and its predecessor companies, Alcan and Alusuisse, in Europe and Canada, including as Senior Vice President Human Resources and member of the Executive Committee of Alcan Group as well as President and CEO, Downstream Aluminium Businesses, Rio Tinto. Mr. Deslarzes was Chairman of the Board of Directors of ABB India Limited from February 2018 to February 2021. Since January 2021, Mr. Deslarzes has been a Member of the Executive Faculty at the University of St. Gallen, Switzerland. A Swiss national, Mr. Deslarzes holds a master’s degree in Law from the University of Fribourg, Switzerland.

Mr. Jean-Philippe Puig has served as Chief Executive Officer of the Avril Group (oils and proteins industry) since 2012. Prior to joining the Avril Group, Mr. Puig was President of the Primary Metal Division for the EMEA region at Rio Tinto Alcan from 2008 to 2011. He started his career in the aluminum industry, holding various senior executive management positions with Pechiney, Alcan then Rio Tinto Alcan in France, Greece and Australia, gaining significant industrial expertise in the mineral extraction business. Mr. Puig has served as a Board member representing Avril S.C.A. at CEVA Santé animale (Animal healthcare) since 2020, as Chairman of the Supervisory Board representing Avril S.C.A. of AgroInvest (Development Fund) since 2014, and as Chairman of the Supervisory Board representing Avril S.C.A. of CapAgroInnovation (Capital Risk Fund) since 2014. A French national, Mr. Puig holds a PhD with honors in Applied Chemistry from the Ecole Nationale Supérieure de Chimie de Paris.

LOGO

About Constellium

Constellium (NYSE: CSTM) is a global sector leader that develops innovative, value added aluminium products for a broad scope of markets and applications, including aerospace, automotive and packaging. Constellium generated €4.9 billion of revenue in 2020.