Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 15, 2026
Century Aluminum Company
(Exact Name of Registrant as Specified in Charter)
Delaware
001-34474
13-3070826
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
One South Wacker Drive
Suite 1000
Chicago
Illinois
60606
(Address of Principal Executive Offices)
(Zip Code)
(312)
696-3101
(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:
Common Stock, $0.01 par value per share
CENX
Nasdaq Stock Market LLC
(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 5.07. Submission of Matters to a Vote of Security Holders.
Century Aluminum Company (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 15, 2026. A total of 85,513,459 shares of the Company's common stock were present or represented by proxy at the meeting, representing approximately 86.39% of the shares outstanding and entitled to vote at the Annual Meeting, thus providing a quorum.
The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Annual Meeting is as follows:
Proposal No. 1: Election of Jarl Berntzen, Jennifer Bush, Jesse Gary, Errol Glasser, Wilhelm van Jaarsveld, Andrew Michelmore, and Tamla Olivier to the Company's Board of Directors
The seven persons nominated to serve as directors of the Company received the following number of votes and were elected as directors to serve a one-year term expiring at the annual meeting of stockholders in 2027:
Nominee
For
Withheld
Broker Non-Votes
Jarl Berntzen
73,199,876
6,929,724
5,383,859
Jennifer Bush
73,403,274
6,726,326
5,383,859
Jesse Gary
79,851,676
277,924
5,383,859
Errol Glasser
71,339,258
8,790,342
5,383,859
Wilhelm van Jaarsveld
79,479,782
649,818
5,383,859
Andrew Michelmore
73,532,131
6,597,469
5,383,859
Tamla Olivier
73,382,629
6,746,971
5,383,859
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026 as follows:
For
Against
Abstain
Broker Non-Votes
84,373,696
1,093,762
46,001
-
Proposal No. 3: Advisory Vote on the Compensation of Named Executive Officers
The stockholders approved, through a non-binding advisory vote, the compensation of the Company's named executive officers as described in the Company's proxy statement as follows:
For
Against
Abstain
Broker Non-Votes
79,589,386
494,275
45,939
5,383,859
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
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.
CENTURY ALUMINUM COMPANY
Date:
June 17, 2026
By:
/s/ John DeZee
Name:
John DeZee
Title:
Executive Vice President, General Counsel and Secretary