KALU Kaiser Aluminum Corporation

 

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): December 31, 2024

 

 

KAISER ALUMINUM CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			1-09447	94-3030279
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1550 West McEwen Drive Suite 500
Franklin, Tennessee				37067
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (629) 252-7040

 

(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:

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		KALU		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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2024, Jack A. Hockema, Executive Chair of the board of directors (the “Board”) of Kaiser Aluminum Corporation (the “Company”) and Chair of the Executive Committee of the Board, notified the Board of his decision to retire as a director of the Company effective January 1, 2025 (the “Effective Date”). Mr. Hockema’s decision to retire from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Hockema’s retirement, on December 31, 2024, the Board appointed Keith A. Harvey, the Company’s Chief Executive Officer and a director, as Chairman of the Board and Kimberly T. Glas as a director to fill the vacancy on the Board created by Mr. Hockema’s retirement, both effective as of the Effective Date.

Ms. Glas, 48, has served as President and Chief Executive Officer of National Council of Textile Organizations since May 2019. Ms. Glas also served as Commissioner of U.S. China Economic and Security Review Committee from April 2021 to December 2024 and as Vice Chair from January 2022 to December 2022. Ms. Glas has extensive experience in government policy development and advocacy as well as working with labor unions, including previously serving as Executive Director and President of BlueGreen Alliance, a strategic national partnership between labor unions and environmental organizations to expand the job-creating potential of the green economy and improve the rights of workers at home and around the world. Ms. Glas holds a Bachelor’s degree in history from the State University of New York at Geneseo.

The Board appointed Ms. Glas as a director because of her extensive experience in policy development and advocacy and working with labor unions. Ms. Glas will serve as a Class I director with a term expiring at the Company’s 2025 annual meeting of stockholders and will serve on the Board’s audit and sustainability committees. Ms. Glas will receive the standard compensation paid to non-employee directors. Ms. Glas’ annual cash retainer and annual grant of restricted stock for service until the 2025 annual meeting of stockholders will be prorated to reflect service on the Board of less than one full year.

A copy of the press release announcing the retirement of Mr. Hockema and the appointment of Ms. Glas is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press release dated January 6, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

			KAISER ALUMINUM CORPORATION (Registrant)
Date:	January 6, 2025	By:	/s/ Cherrie I. Tsai
			Cherrie I. Tsai Vice President, Deputy General Counsel and Corporate Secretary

 

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Kaiser Aluminum Corporation Announces New Chairman of the Board and Appointment of New Director Following Retirement of Previous Executive Chair

 

FRANKLIN, Tenn., January 6, 2025 – Kaiser Aluminum Corporation (NASDAQ: KALU) (“Kaiser” or the “Company”) today announced Jack A. Hockema, Executive Chair of the Board of Directors (the “Board”) and Chair of the Executive Committee of the Board, notified the Board of his decision to retire as a director of the Company, effective January 1, 2025. In connection with Mr. Hockema’s retirement, the Board appointed Keith A. Harvey, the Company’s President and Chief Executive Officer and a director, as Chairman of the Board, and Kimberly T. Glas as a director to fill the vacancy on the Board created by Mr. Hockema’s retirement, both effective January 1, 2025. Ms. Glas will serve as a Class I director with a term expiring at the Company’s 2025 annual meeting of stockholders and will serve on the Board’s audit and sustainability committees.

“I am grateful to have had the opportunity to work with such a talented team to further the Company’s success as it embarks on its next chapter of growth,” said Mr. Hockema. “Additionally, I am pleased to have helped perpetuate Kaiser’s strong culture of operational excellence, long-standing customer relationships and its established position as a top-tier supplier across the diversified end markets it serves. Keith and I have worked closely together since I joined Kaiser nearly 30 years ago, and I am confident he will continue to guide the Company well and enhance value for all of our stakeholders in his new role as Chairman.”

“On behalf of the entire Board, I’d like to thank Jack for his invaluable contributions and distinguished service to Kaiser over the past three decades. Jack has been an integral player in furthering Kaiser’s reputation as a preferred supplier and highly differentiated industry leader, and I am personally appreciative of his partnership and mentorship over the years,” said Mr. Harvey. “It’s an honor to continue Jack’s legacy as Chairman of the Board. I wish him all the best in his retirement.”

Mr. Harvey continued, “I would also like to welcome Kimberly Glas as a new independent director. Ms. Glas is a respected leader with more than 20 years of experience in government policy development and advocacy for the manufacturing industry through her extensive work with labor unions. I am confident Kim will bring valuable insights and perspective to Kaiser.”

Ms. Glas currently serves as the President and Chief Executive Officer of the National Council of Textile Organizations, a trade association that represents nearly 500,000 manufacturing jobs nationwide, and served as Commissioner of the U.S.-China Economic and Security Review Commission until December 2024. Prior to that, Ms. Glas served as Executive Director and President of BlueGreen Alliance, a strategic national partnership between labor unions and environmental organizations to expand the job-creating potential of the green economy and improve the rights of workers. Ms. Glas also previously served as the Deputy Assistant

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Secretary for Textiles, Consumer Goods, and Materials at the U.S. Department of Commerce to help improve the domestic and international competitiveness of U.S. industries. Additionally, Ms. Glas served on Capitol Hill for a decade, working extensively on manufacturing, trade and economic policy. Ms. Glas holds a Bachelor’s degree in history from the State University of New York at Geneseo.

“I am thrilled to be appointed to Kaiser’s Board of Directors at an exciting point in the Company’s evolution,” said Ms. Glas. “Kaiser is a best-in-class company with deep-rooted corporate values that serve as the guiding principles of its operations. I look forward to leveraging my experience to contribute to its continued growth and success.”

About Kaiser Aluminum Corporation

Kaiser Aluminum Corporation, headquartered in Franklin, Tenn., is a leading producer of semi-fabricated specialty aluminum products, serving customers worldwide with highly engineered solutions for aerospace and high-strength, packaging, general engineering, custom automotive and other industrial applications. The Company’s North American facilities produce value-added plate, sheet, coil, extrusions, rod, bar, tube and wire products, adhering to traditions of quality, innovation and service that have been key components of its culture since the Company was founded in 1946. The Company’s stock is included in the Russell 2000® index and the S&P Small Cap 600® index.

Available Information

For more information, please visit the Company’s web site at www.kaiseraluminum.com. The web site includes a section for investor relations under which the Company provides notifications of news or announcements regarding its financial performance, including Securities and Exchange Commission (SEC) filings, investor events, and earnings and other press releases. In addition, all Company filings submitted to the SEC are available through a link to the section of the SEC’s web site at www.sec.gov which includes: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements for the Company’s annual stockholders’ meetings and other information statements as filed with the SEC. In addition, the Company provides a webcast of its quarterly earnings calls and certain events in which management participates or hosts with members of the investment community.

 

Contact:

 

Addo Investor Relations

Investors@KaiserAluminum.com

(949) 614-1769

 

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v3.24.4

Document And Entity Information	Dec. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Entity Registrant Name	KAISER ALUMINUM CORP
Entity Central Index Key	0000811596
Entity Emerging Growth Company	false
Entity File Number	1-09447
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3030279
Entity Address, Address Line One	1550 West McEwen Drive
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Franklin
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37067
City Area Code	(629)
Local Phone Number	252-7040
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	KALU
Security Exchange Name	NASDAQ

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