Alcoa (NYSE: AA) holders approve expanded stock and incentive plan and elect board

Rhea-AI Filing Summary

Alcoa Corporation held its 2026 Annual Meeting of Stockholders on May 6, 2026. Stockholders approved the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated), increasing shares authorized for issuance under the plan from 30,000,000 to 38,000,000 and extending the plan term to May 6, 2036.

The amended plan adds a cash incentive award section, introduces minimum one-year vesting or performance periods for most awards, and sets an annual cap of $750,000 in aggregate grant-date value for awards to each non-employee director. All 11 director nominees were elected, the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 was ratified, and 2025 executive compensation and the amended plan itself received advisory and stockholder approval.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Plan share authorization: 38,000,000 shares Prior plan authorization: 30,000,000 shares Director award cap: $750,000 +5 more

8 metrics

Plan share authorization 38,000,000 shares Shares authorized for issuance under amended Stock and Incentive Compensation Plan

Prior plan authorization 30,000,000 shares Previous shares authorized under existing compensation plan

Director award cap $750,000 Maximum annual aggregate grant-date fair value per non-employee director

Plan term end date May 6, 2036 Expiration of Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated)

Say-on-pay support 187,195,119 votes for Advisory approval of 2025 named executive officer compensation

Plan approval votes 195,794,869 votes for Approval of amended Stock and Incentive Compensation Plan

Auditor ratification support 215,964,136 votes for Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026

Broker non-votes on plan 18,461,577 Broker non-votes on incentive compensation plan approval

Key Terms

Stock and Incentive Compensation Plan, stock appreciation rights, incentive stock options, broker non-votes, +2 more

6 terms

Stock and Incentive Compensation Plan financial

"Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated)"

stock appreciation rights financial

"awards may be granted including stock options, stock appreciation rights (“SARs”), restricted shares"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

incentive stock options financial

"The Amended Plan limits the number of shares of common stock that may be subject to incentive stock options"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

broker non-votes financial

"For | Against | Abstentions | Broker Non-Votes 195,794,869 | 2,347,806 | 265,523 | 18,461,577"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

grant date fair values financial

"awards to a non-employee director will not exceed an aggregate value of $750,000 based on grant date fair values"

emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

0001675149false00016751492026-05-062026-05-06

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 6, 2026

ALCOA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-37816		81-1789115
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

201 Isabella Street, Suite 500 Pittsburgh, Pennsylvania		15212-5858
(Address of principal executive offices)		(Zip Code)

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):

☐ 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	AA	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2026, Alcoa Corporation (“Alcoa” or the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, Alcoa’s stockholders approved the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated) (the “Amended Plan”).

The Amended Plan is a long-term incentive plan pursuant to which awards may be granted to non-employee directors and employees of Alcoa and its subsidiaries, including stock options, stock appreciation rights (“SARs”), restricted shares, restricted share units, performance awards, other awards, and cash incentive awards. The Amended Plan was amended principally to increase the number of shares authorized for issuance under the current plan from 30,000,000 to 38,000,000, subject to the adjustment and certain other provisions of the Amended Plan. Additional principal changes to the Amended Plan include (i) the addition of a cash incentive award section; (ii) providing for minimum vesting or minimum performance period requirements of one year for all awards (subject to limited exceptions); (iii) the elimination of outdated provisions, such as relating to Section 162(m) of the Internal Revenue Code of 1986, as amended; (iv) certain clarifying changes and revisions, as well as other updated administrative provisions and definitions; and (v) the extension of the plan term to May 6, 2036.

The Amended Plan also generally provides that awards to a non-employee director made under the Amended Plan will not exceed an aggregate value of $750,000 based on grant date fair values (determined in accordance with U.S. generally accepted accounting principles) in any one fiscal year period, subject to adjustment as provided in the Amended Plan. The Amended Plan limits the number of shares of common stock that may be subject to incentive stock options to 38,000,000. The Amended Plan has a fungible plan design that provides for share counting on a one-for-one basis with respect to stock option and SAR awards and, following the Annual Meeting, a 1.69 shares for every one share issued pursuant to share-based awards (other than stock options and SARs).

The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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

On May 6, 2026, Alcoa held 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:

Nominee		For		Against			Abstentions		Broker Non-Votes
Thomas J. Gorman		196,582,796		1,653,954			171,448		18,461,577
John A. Bevan		196,739,436		1,498,028			170,734		18,461,577
Mary Anne Citrino		190,749,764		7,491,899			166,535		18,461,577
Alistair Field		197,482,653		754,788			170,757		18,461,577
Pasquale (Pat) Fiore		196,504,557		1,731,155			172,486		18,461,577
Brian R. Galovich		197,925,074		308,363			174,761		18,461,577
James A. Hughes		182,916,155		15,318,551			173,492		18,461,577
Roberto O. Marques		195,984,599		2,251,601			171,998		18,461,577
William F. Oplinger		197,876,348		360,947			170,903		18,461,577
Carol L. Roberts		196,604,381		1,637,131			166,686		18,461,577
Jackson (Jackie) P. Roberts		195,319,812		2,918,765			169,621		18,461,577

Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026 was approved based upon the following votes:

For		Against		Abstentions		Broker Non-Votes
215,964,136		712,214		193,425		0

Item 3. The proposal to approve, on an advisory basis, the Company’s 2025 named executive officer compensation was approved based upon the following votes:

For		Against		Abstentions		Broker Non-Votes
187,195,119		10,898,440		314,639		18,461,577

Item 4. The proposal to approve the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated) was approved based upon the following votes:

For		Against		Abstentions		Broker Non-Votes
195,794,869		2,347,806		265,523		18,461,577

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 7, 2026)
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.

				ALCOA CORPORATION
Date: May 11, 2026				By:		/s/ Marissa P. Earnest
						Marissa P. Earnest
						Senior Vice President, General Counsel – North America Operations, and Secretary

FAQ

What did Alcoa (AA) stockholders approve at the 2026 Annual Meeting?

Alcoa stockholders approved an amended Stock and Incentive Compensation Plan, all 11 director nominees, 2025 executive compensation on an advisory basis, and the ratification of PricewaterhouseCoopers LLP as independent auditor for 2026, reflecting broad support for the company’s governance proposals.

How did Alcoa (AA) change its Stock and Incentive Compensation Plan?

Alcoa increased shares authorized under its Stock and Incentive Compensation Plan from 30,000,000 to 38,000,000, added a cash incentive award section, adopted minimum one-year vesting or performance periods for awards, updated administrative provisions, and extended the plan term to May 6, 2036.

What limits now apply to Alcoa (AA) non-employee director awards?

Under the amended plan, awards to any Alcoa non-employee director generally cannot exceed an aggregate value of $750,000 in any fiscal year, based on grant-date fair value determined under U.S. GAAP, providing a clear ceiling on annual equity and incentive compensation.

What were the vote results on Alcoa’s (AA) executive compensation?

Stockholders approved Alcoa’s 2025 named executive officer compensation on an advisory basis, with 187,195,119 votes for, 10,898,440 against, 314,639 abstentions, and 18,461,577 broker non-votes, indicating substantial but not unanimous support for the compensation program.

How many shares can Alcoa (AA) issue as incentive stock options?

The amended plan limits the number of Alcoa common shares that may be subject to incentive stock options to 38,000,000. This cap aligns with the overall increase in shares authorized under the plan and defines the maximum pool available for this specific award type.

Filing Exhibits & Attachments

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