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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Date of Report (Date of earliest event reported): May 8, 2025 |
ALCOA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
1-37816 |
81-1789115 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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201 Isabella Street, Suite 500 |
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Pittsburgh, Pennsylvania |
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15212-5858 |
(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 |
(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:
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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 |
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 8, 2025, Alcoa Corporation (“Alcoa”) held its 2025 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 11 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 |
John A. Bevan |
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192,279,697 |
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439,569 |
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168,589 |
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15,733,397 |
Mary Anne Citrino |
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184,059,293 |
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8,662,163 |
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166,399 |
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15,733,397 |
Alistair Field |
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192,264,197 |
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431,330 |
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192,328 |
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15,733,397 |
Pasquale (Pat) Fiore |
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192,361,005 |
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352,056 |
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174,794 |
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15,733,397 |
Thomas J. Gorman |
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184,411,144 |
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8,305,660 |
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171,051 |
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15,733,397 |
James A. Hughes |
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186,021,941 |
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6,688,126 |
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177,788 |
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15,733,397 |
Roberto O. Marques |
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191,239,996 |
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1,466,962 |
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180,897 |
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15,733,397 |
William F. Oplinger |
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192,381,427 |
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334,068 |
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172,360 |
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15,733,397 |
Carol L. Roberts |
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190,871,688 |
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1,848,112 |
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168,055 |
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15,733,397 |
Jackson (Jackie) P. Roberts |
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190,991,670 |
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1,717,971 |
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178,214 |
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15,733,397 |
Ernesto Zedillo |
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185,873,742 |
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6,836,557 |
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177,556 |
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15,733,397 |
Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Alcoa’s independent auditor for 2025 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 |
207,670,309 |
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714,923 |
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236,020 |
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0 |
Item 3. The proposal to approve, on an advisory basis, Alcoa’s 2024 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 |
169,751,477 |
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16,995,445 |
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6,140,933 |
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15,733,397 |
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 13, 2025 |
By: |
/s/ Marissa P. Earnest |
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Marissa P. Earnest
Senior Vice President, Chief Governance Counsel and Secretary |