6-K
Constellium SE (CSTM)
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 2024
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 May 2, 2024 (the “AGM”), with all the proposals passing, including the re-appointment of Jean-Christophe Deslarzes, Isabelle Boccon-Gibod and Jean-Philippe Puig to the Company’s Board of Directors for a period of three years following the AGM. The voting results will be posted on the Company’s website and are attached and incorporated herein by reference as Exhibit 99.1.
In addition, following their initial appointment as employee directors in 2021, both Jean-Francois Verdier and Wiebke Weiler have been re-appointed for an additional three-year term from the AGM to the annual general meeting to be held in 2027.
Following the AGM, the Company’s Board of Directors consists of: Mr. Jean-Christophe Deslarzes (Chair of the Board), Mr. Jean-Marc Germain (CEO), Mr. Emmanuel Blot, Ms. Isabelle Boccon-Gibod, Mr. Michiel Brandjes, Ms. Martha Brooks, Mr. John Ormerod, Mr. Jean-Philippe Puig, Mr. Jean-François Verdier, Ms. Lori A. Walker, and Ms. Wiebke Weiler.
| Exhibit IndexNo. | |
|---|---|
| 99.1 | Voting results for Constellium SE’s 2024 Annual General Meeting. |
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 14, 2024 | By: | /s/ Jack Guo |
| Name: | Jack Guo | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
CONSTELLIUM SE 2024 ANNUAL GENERAL MEETING VOTING RESULTS
Total Shares Outstanding: 145,832,473
Total Shares Voted: 127,155,122
Total % of Shares Voted: 87.19%
| PROPOSALS /<br> <br>RESOLUTIONS | TOTAL<br><br><br>SHARES<br> <br>VOTED<br><br><br>FOR | TOTAL SHARES<br><br><br>VOTED<br> <br>AGAINST | ABSTENTIONS | ||||
|---|---|---|---|---|---|---|---|
| Resolution 1 | Re-appointment of Mr. Jean-Christophe DesLarzes as a director for a term of 3 yrs | 124,779,828 | 2,338,167 | 37,127 | |||
| Resolution 2 | Re-appointment of Ms. Isabelle Boccon-Gibod as a director for a term of 3 yrs | 125,623,086 | 1,495,759 | 36,277 | |||
| Resolution 3 | Re-appointment of Mr. Jean-Philippe Puig as a director for a term of 3 yrs | 126,287,237 | 827,817 | 40,068 | |||
| Resolution 4 | Approval of statutory financial statements and transactions for the financial year ended 31 December 2023 | 126,751,542 | 456 | 403,124 | |||
| Resolution 5 | Approval of the consolidated financial statements and transactions for the financial year ended 31 December 2023 | 126,752,671 | 466 | 401,985 | |||
| Resolution 6 | Discharge (quitus) of the directors, the CEO, and the Statutory Auditors in respect of the performance of their duties for the financial year ended 31 December 2023 | 110,133,465 | 203,708 | 16,817,949 | |||
| Resolution 7 | Allocation of results for the financial year ended 31 December 2023 | 127,108,917 | 7,422 | 38,783 | |||
| Resolution 8 | Authorization to be given to the Board for the repurchase by the Company of its own shares in accordance with article L225-209-2 of the French<br>Commercial Code | 126,810,346 | 266,954 | 77,822 | |||
| Resolution 9 | Authorization to be given to the Board to reduce Company’s share capital by cancelling shares acquired pursuant to the authorization for the Company to repurchase its own shares in accordance with article L225-209-2 of the French Commercial Code | 127,141,650 | 3,357 | 10,115 | |||
| Resolution 10 | Authorization to be given to the Board to reduce Company’s share capital by cancelling shares acquired by the Company pursuant to article L225-208 of the French Commercial Code | 127,142,030 | 2,742 | 10,350 |
| PROPOSALS /<br> <br>RESOLUTIONS | TOTAL<br><br><br>SHARES<br> <br>VOTED<br><br><br>FOR | TOTAL SHARES<br><br><br>VOTED<br> <br>AGAINST | ABSTENTIONS | ||||
|---|---|---|---|---|---|---|---|
| Resolution 11 | 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<br>meaning of article L411-2 1° of the French Monetary and Financial Code, up to 880,919 euros (representing 30% of the share capital), for a 15 month-period | 95,677,335 | 31,465,563 | 12,224 | |||
| Resolution 12 | Delegation of competence to the Board to increase the number of shares issued in case of a capital increase, without preferential subscription rights, by way of a public offering other than within the meaning of article L411-2 1° of the French Monetary and Financial Code, in accordance with article L225-135-1 of the French Commercial Code, by up to<br>15%, for a 15 month-period | 95,657,891 | 31,456,501 | 40,730 | |||
| Resolution 13 | Delegation of competence to the Board to increase the number of shares issued in case of a capital increase, without preferential subscription rights, by way of an offering within the meaning of article L411-2 1° of the French Monetary and Financial Code, in accordance with article L225-135-1 of the French Commercial Code, by up to<br>15%, for a 15 month-period | 97,152,270 | 29,962,310 | 40,542 | |||
| Resolution 14 | 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 29,363.98 euros<br>(representing 1% of the share capital), for a 15 month-period | 126,700,197 | 444,405 | 10,520 | |||
| Resolution 15 | Authorization to be given to the Board to freely allocate shares, to be issued or existing, under the Constellium SE 2013 Equity Incentive Plan, for a 38-month-period, up to 6,000,000<br>ordinary shares of the Company | 93,884,723 | 33,224,595 | 45,804 | |||
| Resolution 16 | Powers to carry out formalities | 127,110,128 | 2,933 | 42,061 |