KALU 8-K
Kaiser Aluminum Corp (KALU)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
As previously disclosed, Kaiser Aluminum Corporation (the "Company") appointed Hugh (Jack) J. Barger, III as Executive Vice President – Sales and Marketing, effective January 1, 2026, as part of the Company’s succession planning and transition of the roles and responsibilities of Blain A. Tiffany, the Company's former Executive Vice President - Sales and Marketing, in connection with Mr. Tiffany's anticipated retirement. In addition, as part of the planned succession, on January 7, 2026, the Company entered into a transition letter with Mr. Tiffany. Pursuant to the terms of the transition letter, effective January 1, 2026, Mr. Tiffany will (i) serve as the Company’s Advisor to the Chief Executive Officer and remain an employee of the Company through December 31, 2026 (the “Transition Period”), (ii) provide transition services through the Transition Period, (iii) continue to receive his base salary and participate in the Company’s incentive compensation plans with no change to his short- and long-term incentive targets, (iv) retain his outstanding equity grants under the Company’s long-term incentive programs without proration, (v) be entitled to the continuation of customary benefits and (vi) no longer participate in the Kaiser Aluminum Key Employee Severance Benefit Plan.
A copy of the transition letter between the Company and Mr. Tiffany is attached hereto as Exhibits 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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104 |
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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.
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Kaiser Aluminum Corporation |
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January 7, 2026 |
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/s/ Cherrie I. Tsai |
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Cherrie I. Tsai |
Exhibit 10.1
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KEITH A. HARVEYChairman, Chief Executive Officer and President |
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January 7, 2026 |
Blain A. Tiffany
15031 Pinehurst Lane
Punta Gorda, FL 33982
Blain,
Thank you for your help and support facilitating the transition of your role and responsibilities and continuing to support the transition. Your contributions to Kaiser Aluminum Corporation (the “Company”) over the course of your career have been invaluable and working together to help ensure a successful and seamless transition of your role and responsibilities is one of our top priorities as we continue to work through our succession plans. With that as background, we wanted to use this opportunity to outline our agreement in regard to the transition.
Effective Date: The effective date of the transition will be January 1, 2026 (the “Effective Date”).
Transition of Title and Responsibilities: Upon the Effective Date, the “Company agrees and acknowledges that as a result of the appointment of a new Executive Vice President – Sales and Marketing as your successor all of your outstanding grants of restricted stock units and performance shares under the Company’s long-term incentive plans will remain outstanding without proration and otherwise subject to the terms and conditions of those grants.
Continued Employment: Following the Effective Date and as part of our efforts to help ensure a successful transition, we agree that you will remain an employee of the Company or one of its subsidiaries through your retirement on December 31, 2026 (the “Continued Employment Period”) as the Company’s Advisor to the Chief Executive Officer with no change to your base compensation, incentive compensation targets and benefits. Your final paycheck on December 31, 2026, will include payment through December 31, 2026, at your regular semi-monthly rate. This check will also include your accrued unused 2026 vacation. Except as otherwise contemplated by the terms of the applicable plans and agreements all of your benefits will otherwise end at the end of the Continued Employment Period.
Planned Transition: The Company and you agree that as a result of the planned transition and your resulting retirement as contemplated by this letter, no severance benefits are payable to you and that your participation in the Kaiser Aluminum Corporation Key Employee Severance Benefit Plan will terminate on the Effective Date.
1550 West McEwen Drive
Suite 500
Franklin, TN 37067
(629) 252-7044
Thank you for your help and support facilitating the transition of your role and continuing to support the transition. If you have any questions at all, please let me know. Otherwise, please return the signed letter to Jennifer Preston.
Sincerely,
/s/ Keith A. Harvey |
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January 7, 2026 |
Keith A. Harvey |
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Chairman, President and Chief Executive Officer |
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/s/ Blain A. Tiffany |
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January 7, 2026 |
Blain A. Tiffany |
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