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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 10, 2020
KAISER ALUMINUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Delaware
 
1-09447
 
94-3030279
(State or Other Jurisdiction
 
(Commission
 
(I.R.S. Employer
of Incorporation)
 
File Number)
 
Identification No.)
 
 
 
 
 
 
27422 Portola Parkway,
Suite 200
 
 
 
Foothill Ranch,
California
 
 
92610-2831
 
(Address of Principal Executive Offices)
 
(Zip Code)

(949614-1740
(Registrant's telephone number, including area code)

Not Applicable
(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 as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 standard provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 





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

On June 10, 2020, the Company held its 2020 Annual Meeting of Stockholders. Below are the matters that were voted upon at the meeting and the final voting results as reported by our inspector of elections.

(1)
Election of Directors - The stockholders elected three Class II directors, each for a term expiring at the Company's 2023 Annual Meeting of Stockholders. Each received the affirmative vote of a majority of the votes cast at the 2020 Annual Meeting. The voting results were as follows:

Nominee Name
Votes For
 
Votes Withheld
 
Broker Non-Votes
Jack A. Hockema
13,986,423
 
636,405
 
362,327
Lauralee E. Martin
14,601,301
 
21,527
 
362,327
Brett E. Wilcox
14,271,170
 
351,658
 
362,327

The other directors with terms continuing after the 2020 Annual Meeting of Stockholders are David Foster, Leo W. Gerard, L. Patrick Hassey, Emily Liggett, Alfred E. Osborne, Jr., Teresa M. Sebastian, Donald J. Stebbins and Thomas M. Van Leeuwen.

(2)
Advisory Vote on Executive Compensation - The 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
13,949,373
665,703
7,752
362,327

The number of shares voting “for” constituted 95.4% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.

(3)
Ratification of the Selection of Independent Registered Public Accounting Firm - The stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for 2020. The voting results were as follows:

For
Against
Abstain
14,865,103
118,756
1,296

The number of shares voting “for” constituted 99.2% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.






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)
 
 
 
 
 
 
 
By:
 
/s/ Cherrie I. Tsai
 
 
 
 
Cherrie I. Tsai
 
 
 
 
Vice President, Deputy General Counsel and Corporate Secretary
 
 
 
 
 
Date: June 11, 2020