8-K

ALCOA CORPORATION

Date: May 16, 2024

/s/ Marissa P. Earnest

Marissa P. Earnest

Senior Vice President, Chief Governance Counsel and Secretary

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 10, 2024

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

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 10, 2024, Alcoa Corporation (“Alcoa”) held its 2024 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 10 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
Steven W. Williams		113,056,158		5,029,770		925,839		19,637,437
Mary Anne Citrino		105,919,262		12,179,995		912,510		19,637,437
Pasquale (Pat) Fiore		116,895,693		1,195,281		920,793		19,637,437
Thomas J. Gorman		111,591,365		6,504,588		915,814		19,637,437
James A. Hughes		110,361,431		7,691,581		958,755		19,637,437
Roberto O. Marques		116,911,568		1,171,553		928,646		19,637,437
William F. Oplinger		117,500,288		601,907		909,572		19,637,437
Carol L. Roberts		116,661,320		1,438,511		911,936		19,637,437
Jackson (Jackie) P. Roberts		116,582,000		1,471,969		957,798		19,637,437
Ernesto Zedillo		112,162,774		5,895,968		953,025		19,637,437

Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Alcoa’s independent auditor for 2024 was approved based upon the following votes:


For	Against	Abstentions	Broker Non-Votes
136,098,587	762,818	1,787,799	0

Item 3. The proposal to approve, on an advisory basis, Alcoa’s 2023 named executive officer compensation was approved based upon the following votes:


For	Against	Abstentions	Broker Non-Votes
114,922,468	3,024,575	1,064,724	19,637,437

Item 4. The non-binding stockholder proposal requesting the preparation of an annual report on lobbying activities was not approved based upon the following votes:


For	Against	Abstentions	Broker Non-Votes
42,653,015	75,037,359	1,321,393	19,637,437

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.