Constellium SE 6-K, filed Jun 15, 2023
Constellium SE (CSTM)
About this 6-K
Constellium SE filed this 6-K on June 15, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
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”) discloses voting results for proposals submitted at its Annual General Meeting of Shareholders held on June 8, 2023 (the “AGM”), including the re-appointment of Jean-Marc Germain, Michiel Brandjes and John Ormerod to the Company’s Board of Directors for a period of three years following the AGM. The voting results are posted on the Company’s website and are attached and incorporated herein by reference as Exhibit 99.1.
| Exhibit Index |
||
| 99.1 | Voting results for Constellium SE’s 2023 Annual General Meeting. | |
The information contained in this Form 6-K is incorporated by reference into any offering 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 (Registrant) | ||||||
| June 15, 2023 | By: | /s/ Jack Guo | ||||
| Name: | Jack Guo | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
CONSTELLIUM SE 2023 ANNUAL GENERAL MEETING VOTING RESULTS
Total Shares Outstanding: 146,819,884
Total Shares Voted: 125,187,736
Total % of Shares Voted: 85.27%
| PROPOSALS / RESOLUTIONS |
TOTAL SHARES VOTED FOR |
TOTAL SHARES VOTED AGAINST |
ABSTENTIONS | |||||||||||
| Resolution 1 |
Re-appointment of Mr. Jean-Marc Germain as a director for a term of 3 yrs | 124,831,367 | 315,467 | 40,902 | ||||||||||
| Resolution 2 |
Re-appointment of Mr. Michiel Brandjes as a director for a term of 3 yrs | 124,666,274 | 367,686 | 153,776 | ||||||||||
| Resolution 3 |
Re-appointment of Mr. John Ormerod as a director for a term of 3 yrs | 124,656,233 | 422,276 | 109,227 | ||||||||||
| Resolution 4 |
Approval of the statutory financial statements and transactions for the financial year ended 31 December 2022 | 124,724,121 | 4,314 | 459,301 | ||||||||||
| Resolution 5 |
Approval of the consolidated financial statements and transactions for the financial year ended 31 December 2022 | 124,723,591 | 4,209 | 459,936 | ||||||||||
| Resolution 6 |
Discharge (quitus) of the directors, the Chief Executive Officer and the Statutory Auditors of the Company in respect of the performance of their duties for the financial year ended 31 December 2022 | 107,987,998 | 319,177 | 16,880,561 | ||||||||||
| Resolution 7 |
Allocation of results of the Company for the financial year ended 31 December 2022 | 125,111,382 | 5,603 | 70,751 | ||||||||||
| Resolution 8 |
Delegation of competence to the Board of Directors to increase the Company’s share capital by issuance of ordinary shares or other securities, with preferential subscription rights, up to 1,468,198.84 euros (representing 50% of the share capital), for a 26 month-period | 124,616,411 | 511,177 | 60,148 | ||||||||||
Exhibit 99.1
| PROPOSALS / RESOLUTIONS |
TOTAL SHARES VOTED FOR |
TOTAL SHARES VOTED AGAINST |
ABSTENTIONS | |||||||||||
| Resolution 9 |
Delegation of competence to the Board of Directors to increase the 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 of article L. 411-2 1° of the French Monetary and Financial Code, up to 1,468,198.84 euros (representing 50% of the share capital), for a 26 month-period | 81,998,653 | 43,087,149 | 101,934 | ||||||||||
| Resolution 10 |
Delegation of competence to the Board of Directors to increase the 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 587,279.54 euros (representing 20% of the share capital), for a 26 month-period | 90,056,739 | 35,037,938 | 93,059 | ||||||||||
| Resolution 11 |
Delegation of competence to the Board of Directors 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 | 82,842,567 | 42,194,898 | 150,271 | ||||||||||
| Resolution 12 |
Delegation of competence to the Board of Directors to increase the 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 29,363.98 euros (representing 1% of the share capital), for a 26 month-period | 124,608,335 | 518,710 | 60,691 | ||||||||||
| Resolution 13 |
Powers to carry out formalities | 125,121,238 | 8,490 | 58,008 | ||||||||||