UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 5, 2023, Alcoa Corporation (“Alcoa”) held its 2023 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 9 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 |
131,474,318 | 1,756,064 | 315,319 | 14,515,373 | ||||
| Mary Anne Citrino |
129,031,319 | 4,198,098 | 316,284 | 14,515,373 | ||||
| Pasquale (Pat) Fiore |
132,512,973 | 715,860 | 316,868 | 14,515,373 | ||||
| Thomas J. Gorman |
129,810,427 | 3,411,514 | 323,760 | 14,515,373 | ||||
| Roy C. Harvey |
132,598,806 | 630,663 | 316,232 | 14,515,373 | ||||
| James A. Hughes |
129,513,674 | 3,714,063 | 317,964 | 14,515,373 | ||||
| Carol L. Roberts |
132,155,314 | 1,076,090 | 314,297 | 14,515,373 | ||||
| Jackson (Jackie) P. Roberts |
132,102,003 | 1,128,028 | 315,670 | 14,515,373 | ||||
| Ernesto Zedillo |
130,536,728 | 2,666,659 | 342,314 | 14,515,373 |
Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as Alcoa’s independent auditor for 2023 was approved based upon the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 147,093,764 | 659,236 | 308,074 | 0 |
Item 3. The proposal to approve, on an advisory basis, 2022 named executive officer compensation was approved based upon the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 125,747,677 | 7,448,533 | 349,491 | 14,515,373 |
Item 4. The proposal to approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation was approved as every one year based upon the following votes:
| 1 Year |
2 Year |
3 Year |
Abstain |
Broker Non-Votes | ||||
| 128,397,826 | 123,408 | 4,697,331 | 327,136 | 14,515,373 |
Alcoa will hold the advisory vote to approve named executive officer compensation every one year until the next vote on the frequency of such advisory vote.
Item 5. The non-binding stockholder proposal to subject termination pay to stockholder approval was not approved based upon the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 51,638,827 | 81,529,726 | 377,148 | 14,515,373 |
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 10, 2023 | By: | /s/ Marissa P. Earnest | ||||
| Marissa P. Earnest | ||||||
| Senior Vice President, Chief Governance Counsel and Secretary | ||||||