Current Report Filing (8-k)
May 11 2020 - 4:32PM
Edgar (US Regulatory)
false 0001675149 0001675149 2020-05-06 2020-05-06
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): May 11, 2020 (May 6, 2020)
ALCOA CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-37816
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81-1789115
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania
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15212-5858
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 412-315-2900
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 (see General Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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AA
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New York Stock Exchange
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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. ☐
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On May 6, 2020, Alcoa Corporation (“Alcoa”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting.
Item 1. The 12 director nominees nominated by the Alcoa Board of Directors (the “Board”) for election to the Board were elected, each for a one-year term, based upon the following votes:
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Nominee
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For
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Against
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Abstentions
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Broker Non-Votes
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Michael G. Morris
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116,714,449
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912,144
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1,988,723
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29,163,370
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Mary Anne Citrino
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116,001,727
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1,644,836
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1,968,753
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29,163,370
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Pasquale Fiore*
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116,721,581
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881,850
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2,011,885
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29,163,370
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Timothy P. Flynn
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115,193,141
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2,418,476
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2,003,699
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29,163,370
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Kathryn S. Fuller
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115,772,737
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1,866,744
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1,975,835
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29,163,370
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Roy C. Harvey
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116,523,618
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1,122,125
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1,969,573
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29,163,370
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James A. Hughes
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116,671,240
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933,318
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2,010,758
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29,163,370
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James E. Nevels
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115,717,819
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1,881,681
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2,015,816
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29,163,370
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Carol L. Roberts
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115,860,929
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1,792,127
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1,962,260
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29,163,370
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Suzanne Sitherwood
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116,657,787
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981,605
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1,975,924
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29,163,370
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Steven W. Williams
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115,856,960
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1,742,439
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2,015,917
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29,163,370
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Ernesto Zedillo
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116,597,252
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1,035,061
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1,983,003
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29,163,370
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*
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Mr. Fiore was first elected to the Board at the Annual Meeting. In connection with his election to the Board, the Board appointed Mr. Fiore to serve on its Audit Committee and Safety, Sustainability and Public Issues Committee.
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Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Alcoa’s independent auditor for 2020 was approved based upon the following votes:
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For
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Against
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Abstentions
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Broker Non-Votes
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146,790,325
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1,425,170
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563,191
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0
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Item 3. The advisory vote to approve 2019 named executive officer compensation was approved based upon the following votes:
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For
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Against
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Abstentions
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Broker Non-Votes
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104,699,415
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12,783,045
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2,132,856
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29,163,370
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Item 4. The non-binding stockholder proposal to amend stockholder ability to act by written consent was not approved based upon the following votes:
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For
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Against
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Abstentions
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Broker Non-Votes
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49,004,431
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70,121,992
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488,893
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29,163,370
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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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ALCOA CORPORATION
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Date: May 11, 2020
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By:
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/s/ Marissa P. Earnest
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Marissa P. Earnest
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Senior Vice President, Chief Governance Counsel and Secretary
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