カイザーアルミニウムの適時開示・その他・総会結果

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.

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.

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.

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

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

EX-99.1 2 kalu-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Kaiser Aluminum Corporation Announces New Chief Accounting Officer

FRANKLIN, Tenn., June 7, 2023 – Kaiser Aluminum Corporation (NASDAQ: KALU), a leading producer of semi-fabricated specialty aluminum products serving customers worldwide with highly-engineered solutions for aerospace and high-strength, packaging, general engineering, automotive extrusions, and other industrial applications, today announced the appointment of Vijai Narayan to Vice President and Chief Accounting Officer, effective June 7, 2023, in connection with the Company’s recent relocation of its corporate headquarters to Franklin, TN. Mr. Narayan previously served as the Company’s Vice President – Finance since November 2022. As part of the planned transition, Jennifer Huey, the Company’s immediate past Vice President and Chief Accounting Officer, stepped down from her position and will continue to assist Mr. Narayan through the transition.

Mr. Narayan brings more than 20 years of accounting experience across multiple industries including glass and plastics manufacturing, automotive and real estate. Prior to joining the Company, Mr. Narayan served as Vice President Finance of a top 15 Fortune 500 health care and insurance company.

“Vijai has been an integral part of our Corporate accounting team and headquarters transition since joining the Company last year,” said Neal West, Executive Vice President and Chief Financial Officer of the Company. “His extensive accounting and auditing experience and deep knowledge of our business will be invaluable in his new role.”

Mr. West continued, “Jennifer’s leadership, guidance and commitment to excellence over her nine-year tenure with the Company has been instrumental and played a vital role in our accounting management and financial reporting functions while maintaining the highest standards of financial integrity and compliance. We respect Jennifer’s decision not to relocate and are deeply grateful for her professionalism and commitment to ensuring a smooth transition with Vijai.”

About Kaiser Aluminum Corporation

Kaiser Aluminum Corporation, headquartered in Franklin, Tenn., is a leading producer of semi-fabricated specialty aluminum products, serving customers worldwide with highly-engineered solutions for aerospace and high-strength, packaging, general engineering, automotive extrusions, and other industrial applications. The Company’s North American facilities produce value-added plate, sheet, coil, extrusions, rod, bar, tube, and wire products, adhering to traditions of quality, innovation, and service that have been key components of the culture since the Company was founded in 1946.

The Company’s stock is included in the Russell 2000® index and the S&P Small Cap 600® index.

Available Information

For more information, please visit the Company’s web site at www.kaiseraluminum.com. The web site includes a section for investor relations under which the Company provides notifications of news or announcements regarding its financial performance, including Securities and Exchange Commission (SEC) filings, investor events, and earnings and other press releases. In addition, all Company filings submitted to the SEC are available through a link to the section of the SEC’s web site at www.sec.gov which includes: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements for the Company’s annual stockholders’ meetings and other information statements as filed with the SEC. In addition, the Company provides a webcast of its quarterly earnings calls and certain events in which management participates or hosts with members of the investment community.

Contact:

Addo Investor Relations

Investors@KaiserAluminum.com

949-614-1769