KALU Kaiser Aluminum Corp - 8-K

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).