Constellium (CSTM) shareholders approve 2025 accounts, buyback and annual say-on-pay

Rhea-AI Filing Summary

Constellium SE reported the results of its Annual General Meeting of Shareholders held on May 21, 2026. Shareholders confirmed the appointment of Ingrid Joerg and the re-appointment of John Ormerod to the Board for new three-year terms.

Investors approved, on an advisory basis, the 2025 compensation of named executive officers and strongly supported holding an advisory (non-binding) vote on executive pay every year, rather than every two or three years. The statutory and consolidated financial statements for the year ended December 31, 2025 were approved with very high support, and directors, the CEO and statutory auditors received discharge for their 2025 duties.

Shareholders also authorized the Board to repurchase the Company’s shares and to reduce share capital by canceling repurchased shares under relevant provisions of the French Commercial Code, and approved the aggregate maximum amount of directors’ annual fixed fees and related formalities powers.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Director ratification votes for Ingrid Joerg: 97,942,587 votes for Director re-appointment votes for John Ormerod: 82,318,163 votes for 2025 executive pay advisory approval: 79,852,601 votes for +5 more

8 metrics

Director ratification votes for Ingrid Joerg 97,942,587 votes for Ratification of interim appointment as director

Director re-appointment votes for John Ormerod 82,318,163 votes for Three-year term on Board

2025 executive pay advisory approval 79,852,601 votes for Advisory vote on 2025 compensation

Annual say-on-pay frequency support 98,273,291 votes for Preference for yearly advisory vote

Statutory 2025 accounts approval 107,959,981 votes for Year ended December 31, 2025

Consolidated 2025 accounts approval 107,958,765 votes for Year ended December 31, 2025

Share repurchase authorization support 108,617,538 votes for Authorization under article L. 225-209-2

Capital reduction by cancellation support 108,728,505 votes for Cancellation of repurchased shares

Key Terms

broker non-votes, discharge (quitus), French Commercial Code, statutory financial statements, +2 more

6 terms

broker non-votes regulatory

"For the purposes of French law, broker non-votes are treated as abstentions."

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.

discharge (quitus) regulatory

"Discharge (quitus) of the directors, the Chief Executive Officer, and the Statutory Auditors of the Company"

French Commercial Code regulatory

"in accordance with article L. 225-209-2 of the French Commercial Code"

The French Commercial Code is the national rulebook that sets the legal framework for business activity in France, covering company formation and governance, commercial contracts, trade practices, bankruptcy procedures and the role of commercial courts. For investors, it matters because these rules determine how companies are structured, how contracts and disputes are handled, and how creditor and shareholder rights are protected — like an operating manual that shapes business risk and legal recourse.

statutory financial statements financial

"Approval of the statutory financial statements and transactions for the fiscal year ended December 31, 2025"

Statutory financial statements are the formal, legally required reports a company must prepare and file with regulators that show its financial position, performance and cash flows. Think of them as an official report card prepared according to fixed rules and often reviewed by an independent auditor; they matter to investors because they provide a consistent, comparable and legally verifiable basis for assessing a company’s health, compliance and financial risks.

consolidated financial statements financial

"Approval of the consolidated financial statements and transactions for the fiscal year ended December 31, 2025"

Consolidated financial statements combine the financial results of a parent company and all the companies it controls into one set of reports, like showing the whole family’s budget instead of each person’s separate accounts. For investors this matters because it gives a complete picture of assets, debts, revenue and cash flow across the entire group, helping assess true size, risk and profitability without missing or double-counting related activity.

Annual General Meeting of Shareholders regulatory

"Constellium SE held its Annual General Meeting of Shareholders on May 21, 2026."

Understanding 8-K Material Events →

false000156341100015634112026-05-212026-05-21

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 21, 2026

Constellium SE

(Exact name of registrant as specified in its charter)

France		001-35931					98-0667516
(State or other jurisdiction of incorporation or organization)		(Commission File Number)					(I.R.S. Employer Identification No.)
		300 East Lombard Street,
		Suite 1710
		Baltimore,		MD	21202
(Address of principal executive office (US))
			(443)	420-7861
(Registrant's telephone number, including area code)
			N/A
(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
Ordinary Shares	CSTM					New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in [sic] 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 Submissions of Matters to a Vote of Security Holders

Constellium SE (the “Company”) held its Annual General Meeting of Shareholders on May 21, 2026. The proposals

for the appointment of Ingrid Joerg and the re-appointment of John Ormerod to the Company’s Board of Directors

for a period of three years following the Annual General Meeting, passed.

The Company’s shareholders approved, on an advisory basis, “one year” as the frequency for holding an advisory

(non-binding) vote on the compensation of the Company’s named executive officers. In light of such vote, the

Company has determined to hold the advisory (non-binding) vote on the compensation of the Company’s named

executive officers every year. The results for the remainder of the proposals are as set forth below.

* For the purposes of French law, broker non-votes are treated as abstentions. Therefore, in terms of the voting

results, broker non-votes, like other abstentions, were not counted as a vote cast on the applicable proposal.

The voting results are as follows:

1.	Ratification of the interim appointment of Ms. Ingrid Joerg as a director
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	97,942,587	320,964	80,305	10,462,884

2.	Appointment of Ms. Ingrid Joerg as a director for a term of three years
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	97,919,555	343,694	80,607	10,462,884

3.	Re-appointment of Mr. John Ormerod as a director for a term of three years
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	82,318,163	15,907,876	117,817	10,462,884

4.	Approval, on an advisory (non-binding) basis, of the 2025 compensation of the Company’s named executive officers
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	79,852,601	5,788,962	12,702,293	10,462,884

5.	Advisory (non-binding) vote to hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers every year
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	98,273,291	31,220	39,345	10,462,884

6.	Advisory (non-binding) vote to hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers every two years
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	2,204,018	95,895,777	244,061	10,462,884

7.	Advisory (non-binding) vote to hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers every three years
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	2,195,685	95,903,685	244,486	10,462,884

8.	Approval of the statutory financial statements and transactions for the fiscal year ended December 31, 2025
	Voted For	Voted Against	Abstained
	107,959,981	8,556	838,203

9	Approval of the consolidated financial statements and transactions for the fiscal year ended December 31, 2025
	Voted For	Voted Against	Abstained
	107,958,765	8,373	839,602

10.	Discharge (quitus) of the directors, the Chief Executive Officer, and the Statutory Auditors of the Company in respect of the performance of their duties for the fiscal year ended December 31, 2025
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	84,508,508	13,015,971	819,377	10,462,884

11.	Allocation of the results of the Company for the fiscal year ended December 31, 2025
	Voted For	Voted Against	Abstained
	108,658,184	9,365	139,191

12.	Approval of the aggregate maximum amount of the directors’ annual fixed fees
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	98,208,852	41,092	93,912	10,462,884

13.	Authorization to be given to the Board of Directors for the repurchase by the Company of its own shares in accordance with article L. 225-209-2 of the French Commercial Code
	Voted For	Voted Against	Abstained
	108,617,538	23,922	165,280

14.	Authorization to be given to the Board of Directors to reduce the Company’s share capital by canceling shares acquired pursuant to the authorization for the Company to repurchase its own shares in accordance with the provisions of article L. 225-209-2 of the French Commercial Code
	Voted For	Voted Against	Abstained
	108,728,505	20,320	57,915

15.	Authorization to be given to the Board of Directors to reduce the Company’s share capital by canceling the shares acquired by the Company pursuant to the provisions of article L. 225-208 of the French Commercial Code
	Voted For	Voted Against	Abstained
	108,724,554	24,190	57,996

16	Powers to carry out formalities
	Voted For	Voted Against	Abstained	Broker Non-Votes*
	98,227,432	8,580	107,844	10,462,884

Item 9.01 Financial Statements and Exhibits

 (d)  Exhibits

The following exhibits are furnished with this report on Form 8-K:

 

Exhibit No.		Description
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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, thereunto duly authorized.

	CONSTELLIUM SE
	(Registrant)
May 21, 2026	By:	/s/ Jack Guo
	Name:	Jack Guo
	Title:	Executive Vice President & Chief Financial Officer

FAQ

What did Constellium (CSTM) shareholders decide about board appointments in 2026?

Shareholders ratified the interim appointment of Ingrid Joerg and approved her three-year term, and re-appointed John Ormerod for three years, with strong majorities in favor on each director proposal.

How did Constellium (CSTM) shareholders vote on executive compensation for 2025?

Shareholders approved, on an advisory basis, the 2025 compensation of Constellium’s named executive officers, with 79,852,601 votes for and 5,788,962 votes against, plus 12,702,293 abstentions and broker non-votes recorded separately.

What frequency of say-on-pay votes did Constellium (CSTM) shareholders support?

Shareholders strongly favored an annual advisory vote on executive pay, with 98,273,291 votes for the every year option, far exceeding support for two-year or three-year alternatives, which received just over 2.2 million votes each.

Were Constellium’s 2025 financial statements approved by shareholders?

Yes. Shareholders approved both the statutory and consolidated financial statements for the year ended December 31, 2025, with over 107.9 million votes in favor and very few votes against or abstentions recorded on each item.

Did Constellium (CSTM) receive authorization for share repurchases and capital reduction?

Shareholders authorized the Board to repurchase shares under article L. 225-209-2 of the French Commercial Code and to cancel repurchased shares to reduce share capital, with more than 108.6 million votes for each related resolution.

How were broker non-votes treated in Constellium’s 2026 AGM results?

Under French law, broker non-votes are treated as abstentions and not counted as votes cast on affected proposals. The results disclose broker non-votes separately alongside for, against, and abstain tallies for clarity.

Filing Exhibits & Attachments

3 documents

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