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Kaiser Aluminum (NASDAQ: KALU) investors approve equity plan, director slate and 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kaiser Aluminum Corporation reported results of its 2026 Annual Meeting. Stockholders approved an amendment and restatement of the 2021 Equity and Incentive Compensation Plan, adding 395,000 shares of common stock for future equity awards, bringing the total shares available under the plan to 1,183,000.

Stockholders elected three Class I directors — James D. Hoffman, Glenda J. Minor, and Brett E. Wilcox — each to serve until the 2029 annual meeting. An advisory, non-binding vote approved executive compensation, with 98.68% of votes cast in favor. Deloitte & Touche LLP was ratified as independent auditor for 2026, with 98.20% of votes cast in favor. The Amended 2021 Plan itself was approved by stockholders with 94.43% support among votes cast.

Positive

  • None.

Negative

  • None.
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.
New shares added to 2021 Plan 395,000 shares Increase in common shares available under equity and incentive plan approved at 2026 Annual Meeting
Total shares under Amended 2021 Plan 1,183,000 shares Aggregate common shares available for awards after 2026 amendment
Say-on-pay support 98.68% Advisory vote approving named executive officer compensation at 2026 Annual Meeting
Auditor ratification support 98.20% Votes cast in favor of Deloitte & Touche LLP as 2026 independent auditor
Amended 2021 Plan approval support 94.43% Percentage of votes cast in favor of Amended 2021 Plan
Votes for Glenda J. Minor 14,118,306.174456 votes Votes for election of Class I director Glenda J. Minor
Amended 2021 Plan financial
"We refer to the 2021 Plan, as newly amended and restated at the 2026 Annual Meeting, as the “Amended 2021 Plan.”"
Annual Meeting of Stockholders regulatory
"On June 4, 2026, Kaiser Aluminum Corporation held its Annual Meeting of Stockholders (the “2026 Annual Meeting”)."
independent registered public accounting firm regulatory
"The Company's stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory, non-binding basis regulatory
"The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers."
broker non-votes financial
"The voting results were as follows ... Broker Non-Votes 722.574.000000"
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.
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false0000811596KAISER ALUMINUM CORP00008115962026-06-042026-06-04

 

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 04, 2026

 

 

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 4, 2026, Kaiser Aluminum Corporation (the “Company”) held its Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the stockholders of the Company, upon recommendation of the Company’s Board of Directors (the “Board”), approved the amendment and restatement of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan, as amended (the “2021 Plan”), to increase the number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), available for awards under the 2021 Plan by 395,000 shares. We refer to the 2021 Plan, as newly amended and restated at the 2026 Annual Meeting, as the “Amended 2021 Plan.” Other than the increase in shares described above, the Amended 2021 Plan does not make any other material changes to the 2021 Plan.

Subject to adjustment as described in the Amended 2021 Plan and the Amended 2021 Plan’s share counting rules, a total of 1,183,000 shares of Common Stock (consisting of 395,000 new shares approved by the Company’s stockholders at the 2026 Annual Meeting, 263,000 shares approved by the Company’s stockholders in 2024, and 525,000 shares approved by the Company’s stockholders in 2021) are available for awards granted under the Amended 2021 Plan.

This description of the Amended 2021 Plan is qualified in its entirety by reference to the full text of the Amended 2021 Plan, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

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

Below are the matters that were voted upon at the 2026 Annual Meeting and the final voting results as reported by our inspector of elections.

1.
Election of Directors - The stockholders elected three Class I directors, each for a term expiring at the Company's 2029 Annual Meeting of Stockholders. Each received the affirmative vote of a majority of the votes cast at the 2026 Annual Meeting. The voting results were as follows:

Nominee Name

Votes For

Votes Withheld

Broker Non-Votes

James D. Hoffman

13,600,788.963056

 

796.383000

 

722.574.000000

Glenda J. Minor

14,118,306.174456

 

278,865.788600

 

722.574.000000

Brett E. Wilcox

13,838,262.963056

 

558,909.000000

 

722.574.000000

The other directors with terms continuing after the 2026 Annual Meeting are Michael C. Arnold, David A. Foster, Kimberly T. Glas, Richard P. Grimley, Keith A. Harvey and Donald J. Stebbins.

2.
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

14,207,656.775510

171,450.243473

18,088.486942

722.574.000000

 

The number of shares voting “for” constituted 98.68% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.

3.
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 2026. The voting results were as follows:

For

Against

Abstain

14,847,826.494528

251,817.441411

20,125.569986

The number of shares voting “for” constituted 98.20% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.

 

4.
Approval of the Amended 2021 Plan — The Company's stockholders approved the Amended 2021 Plan. The voting results were as follows:

 

For

Against

Abstain

Broker Non-Votes

13,595,325.653799

785,562.439006

16,307.413120

722.574.000000

 

The number of shares voting “for” constituted 94.43% 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

 10.1

 

Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan (Amended and Restated Effective June 4, 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.

 

 

 

Kaiser Aluminum Corporation

 

 

 

 

Date:

June 4, 2026

By:

/s/ Cherrie I. Tsai

 

 

 

Cherrie I. Tsai
Vice President, Deputy General Counsel and Corporate Secreatry

 


FAQ

What equity plan change did Kaiser Aluminum (KALU) stockholders approve?

Kaiser Aluminum stockholders approved an amendment to the 2021 Equity and Incentive Compensation Plan, adding 395,000 new common shares for awards. This brings total shares available under the plan to 1,183,000, supporting ongoing stock-based compensation and incentive programs for directors, officers, and employees.

How many total shares are now available under Kaiser Aluminum’s Amended 2021 Plan?

The Amended 2021 Plan provides for a total of 1,183,000 common shares available for awards. This consists of 395,000 shares approved in 2026, 263,000 shares approved in 2024, and 525,000 shares initially approved in 2021 for equity and incentive compensation.

Which directors were elected at Kaiser Aluminum’s 2026 Annual Meeting?

Stockholders elected three Class I directors for terms expiring at the 2029 annual meeting: James D. Hoffman, Glenda J. Minor, and Brett E. Wilcox. Each nominee received a majority of votes cast in favor, as reported by the inspector of elections.

How did Kaiser Aluminum (KALU) stockholders vote on executive compensation?

Stockholders approved the compensation of Kaiser Aluminum’s named executive officers on an advisory, non-binding basis. Votes in favor totaled 14,207,656.775510, with 171,450.243473 against and 18,088.486942 abstaining, meaning 98.68% of the shares voting on the proposal supported management’s pay program.

Which audit firm did Kaiser Aluminum stockholders ratify for 2026?

Kaiser Aluminum stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026. Votes in favor totaled 14,847,826.494528, with 251,817.441411 against and 20,125.569986 abstaining, representing 98.20% support among shares voting on this ratification item.

What level of support did Kaiser Aluminum’s Amended 2021 Plan receive?

The Amended 2021 Plan was approved with strong stockholder backing. Votes in favor totaled 13,595,325.653799, with 785,562.439006 against and 16,307.413120 abstaining, plus 722.574.000000 broker non-votes, resulting in 94.43% of votes cast supporting the plan amendment.

Filing Exhibits & Attachments

2 documents