KAISER ALUMINUM CORP
For the period ended Jun 10, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2025 · Filed Apr 28, 2025
Use the contents to explore the available documents and sections.
KALU$106.84+3.2%Stored close · as of Nov 6, 2026
Contents
GENERAL QUESTIONS AND ANSWERS
| Q: | When is the Proxy Statement being sent to stockholders and what is its purpose? | |
|---|---|---|
| A: | This Proxy Statement is first being sent to our stockholders on or about May 6, 2025 at the direction of our board of directors in order to solicit proxies for our use at the Annual Meeting. | |
| Q: | When is the Annual Meeting and where will it be held? | |
| A: | The Annual Meeting will be held on Tuesday, June 10, 2025, at 9:00 a.m., Central Time, at our corporate office, located at 1550 West McEwen Drive, Suite 500, Franklin, Tennessee 37067. | |
| Q: | Who may attend the Annual Meeting? | |
| A: | All of our stockholders of record may attend the Annual Meeting. | |
| Q: | Who is entitled to vote? | |
| A: | Stockholders as of the close of business on April 17, 2025 are entitled to vote at the Annual Meeting. Each share of our common stock is entitled to one vote. | |
| Q: | On what am I voting? | |
| A: | You will be voting on: | |
| • | the election of three members to our board of directors to serve until our 2028 annual meeting of stockholders; | |
| • | the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement; | |
| • | the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; and | |
| • | such other business as may properly come before the Annual Meeting or any adjournments. | |
| Q: | How does the board of directors recommend that I vote? | |
| A: | The board of directors recommends that you vote your shares: | |
| • | "FOR ALL" the director nominees identified in "Proposals Requiring Your Vote - Proposal 1 - Election of Directors" below; | |
| • | "FOR" the approval , on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement; and | |
| • | "FOR" the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. |
| Q: | How can I vote? | |
|---|---|---|
| A: | You can vote at the Annual Meeting or you can vote prior to the Annual Meeting by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy without delay. | |
| Q: | How do I vote by proxy? | |
| A: | If you choose to vote your shares by proxy, you have the following options: | |
| • | Over the Internet: You can vote over the Internet at the website shown on your proxy card. Internet voting will be available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Monday, June 9, 2025. | |
| • | By telephone: You can vote by telephone by calling the toll-free number shown on your proxy card. Telephone voting will be available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Monday, June 9, 2025. | |
| • | By mail: You can vote by mail by completing, signing and dating your proxy card and returning it in the enclosed prepaid envelope. | |
| Q: | I want to attend the Annual Meeting and vote. How do I obtain directions to the Annual Meeting? | |
| A: | You may obtain directions to the Annual Meeting by calling us at (629) 252-7040. | |
| Q: | What constitutes a quorum? | |
| A: | As of April 17, 2025, the record date, 16,154,376 shares of our common stock were issued and outstanding. A majority of these shares present or represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting. If you properly vote by proxy by submitting your voting instructions over the Internet, by telephone or by mail, then your shares will be counted as part of the quorum. Abstentions or votes that are withheld on any matter will be counted towards a quorum but abstentions will be excluded from the vote relating to the particular matter under consideration. Broker non-votes are counted towards a quorum but are excluded from the vote with respect to the matters for which they are applicable. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. Among our proposals, brokers will have discretionary voting power only with respect to the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. | |
| Q: | What are the voting requirements for the proposals? | |
| A: | There are different voting requirements for the proposals. | |
| • | Each director will be elected by an affirmative vote of the majority of the votes cast with respect to the director in an uncontested election. A “majority” of the votes cast with respect to a director means the number of votes for the director exceeds the number of votes withheld from the director. If an incumbent director nominee receives a greater number of votes withheld than in favor of the nominee's election in an uncontested election, the nominee must promptly tender the nominee's resignation, and the board of directors will decide, through a process managed by the nominating and corporate governance committee, whether to accept the resignation, taking into account its fiduciary duties to our company and our stockholders. The board of director's explanation of its decision will be promptly disclosed in a Form 8-K furnished to the SEC. An election of directors is considered to be contested if there are more nominees for election than positions on the board of directors to be filled by election at the meeting of stockholders. In the event of a contested election, each director will be elected by a plurality vote of the votes cast at such meeting. The election of directors at the Annual Meeting is uncontested. |
| • | The affirmative vote of the holders of a majority of shares of our common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter and actually voted on the proposal is necessary (1) to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement, and (2) to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. If you abstain from voting on the proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement and/or the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025, your shares will not be counted in the vote for such proposal and will have no effect on the outcome of the vote. | |
| Q: | If my shares are held in "street name" by my broker, will my broker vote my shares for me? | |
|---|---|---|
| A: | As discussed above, among our proposals, brokers will have discretionary voting power only with respect to the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. To be sure your shares are voted, you should instruct your broker to vote your shares using the instructions provided by your broker. | |
| Q: | What will happen if the compensation of the Company's named executive officers is not approved by the stockholders on an advisory basis? | |
| A: | Because this is an advisory vote, our board of directors and compensation committee will not be bound by the approval of, or the failure to approve, the compensation of our named executive officers as disclosed in this Proxy Statement. The board of directors and the compensation committee, however, value the opinions that our stockholders express in their votes and expect to consider the outcome of the vote when determining future executive compensation programs. | |
| Q: | What will happen if the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025 is not ratified by the stockholders? | |
| A: | Pursuant to the audit committee charter, the audit committee of our board of directors has sole authority to appoint our independent registered public accounting firm, and the audit committee will not be bound by the ratification of, or failure to ratify, the selection of Deloitte & Touche LLP. The audit committee will, however, consider any failure to ratify the selection of Deloitte & Touche LLP in connection with the appointment of our independent registered public accounting firm the following year. | |
| Q: | Can I change my vote after I give my proxy? | |
| A: | Yes. If you vote by proxy, you can revoke that proxy at any time before voting takes place at the Annual Meeting. You may revoke your proxy by: | |
| • | voting again over the Internet or by telephone no later than 11:59 p.m., Eastern Time, on Monday, June 9, 2025; | |
| • | submitting a properly signed proxy card with a later date; | |
| • | delivering, no later than 5:00 p.m., Eastern Time, on Monday, June 9, 2025, written notice of revocation to our Secretary, c/o Computershare, P.O. Box 43126, Providence, Rhode Island 02940-5138; or | |
| • | attending the Annual Meeting and voting. | |
| Your attendance alone will not revoke your proxy. To change your vote, you must also vote at the Annual Meeting. If you instruct a broker to vote your shares, you must follow your broker's directions for changing those instructions. | ||
| Q: | What does it mean if I receive more than one proxy card? | |
| A: | If you receive more than one proxy card, it is because your shares are held in more than one account. You must vote each proxy card to ensure that all of your shares are voted at the Annual Meeting. | |
| Q: | Who will count the votes? | |
| A: | Representatives of Computershare, our transfer agent, will tabulate the votes and act as inspectors of election. |
| Q: | How much will this proxy solicitation cost? |
|---|---|
| A: | We will bear the cost of the solicitation of proxies. We have hired MacKenzie Partners, Inc. to assist us in the distribution of proxy materials and solicitation of votes at a cost not to exceed $10,000, plus out-of-pocket expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of our common stock. Our officers and regular employees may also solicit proxies, but they will not be specifically compensated for these services. In addition to the use of the mail, proxies may be solicited personally or by telephone by our employees or by MacKenzie Partners. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.