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Published: 2023-06-07 16:41:11 ET
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8-K
0000811596falseKAISER ALUMINUM CORP00008115962023-06-072023-06-07

 

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 07, 2023

 

 

KAISER ALUMINUM CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-09447

94-3030279

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1550 West McEwen Drive

Suite 500

 

Franklin, Tennessee

 

37067

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (629) 252-7040

 

 

(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

Common stock, par value $0.01 per share

 

KALU

 

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 7, 2023, Kaiser Aluminum Corporation (the "Company") appointed Vijai Narayan as the Company's Vice President and Chief Accounting Officer, succeeding Jennifer Huey following her decision not to relocate to the Company’s new headquarters in Franklin, Tennessee.

Mr. Narayan joined the Company in November 2022 as Vice President - Finance. Mr. Narayan previously served as Vice President Finance and Controller of eviCore Healthcare from April 2020 to November 2022 and as a Partner of Ernst & Young LLP in the Financial Accounting Advisory Services practice from October 2015 to January 2020. Ms. Huey will continue to assist Mr. Narayan through the transition.

A copy of the press release announcing Mr. Narayan's appointment is attached hereto as Exhibit 99.1

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 7, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Below are the matters that were voted upon at the 2023 Annual Meeting and the final voting results as reported by our inspector of elections.

1.
Election of Directors - The stockholders elected four Class II directors, each for a term expiring at the Company's 2026 Annual Meeting of Stockholders. Each received the affirmative vote of a majority of the votes cast at the 2023 Annual Meeting. The voting results were as follows:

Nominee Name

Votes For

Votes Withheld

Broker Non-Votes

Jack A. Hockema

13,584,192

 

1,391,883

 

349,411

Lauralee E. Martin

14,656,990

 

319,084

 

349,411

Brett E. Wilcox

13,484,840

 

1,491,235

 

349,411

Kevin W. Williams

14,816,269

 

159,806

 

349,411

The other directors with terms continuing after the 2023 Annual Meeting are Michael C. Arnold, David A. Foster, Richard P. Grimley, Keith A. Harvey, Alfred E. Osborne, Jr., Teresa M. Sebastian, and Donald J. Stebbins.

2.
Advisory Vote on Executive Compensation - The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes

14,728,752

241,798

5,524

349,411

The number of shares voting “for” constituted 98.4% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.

3.
Recommendation of Frequency of Future Advisory Votes on Executive Compensation — The Company's stockholders recommended, on an advisory, non-binding basis, a frequency of one year for future advisory votes on executive compensation. The voting results were as follows:

 

1 Year

2 Years

3 Years

Abstain

Broker Non-Vote

14,174,811

7,727

786,480

7,056

349,411

 

4.
Ratification of the Selection of Independent Registered Public Accounting Firm - The Company's stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for 2023. The voting results were as follows:

For

Against

Abstain

15,117,194

206,722

1,569

The number of shares voting “for” constituted 98.6% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.


Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits.

 

Exhibit

Number

Description

 99.1

Press release dated June 7, 2023.

 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.

 

 

 

KAISER ALUMINUM CORPORATION
(Registrant)

 

 

 

 

Date:

June 7, 2023

By:

/s/ Cherrie I. Tsai

 

 

 

Cherrie I. Tsai
Vice President, Deputy General Counsel and Corporate Secretary