SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 17, 2018
Century Aluminum Company
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
One South Wacker Drive
(Address of Principal Executive Offices)
(Registrant's telephone number, including area code)
(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))
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2018, the Board of Directors of Century Aluminum Company (the “Company”) elected Andrew Michelmore as an independent director with a term expiring at the Company’s annual meeting of stockholders in 2019. The Board also appointed Mr. Michelmore to the Board’s Compensation and Health, Safety and Sustainability Committees.
The election of Mr. Michelmore was not pursuant to any arrangement or understanding between Mr. Michelmore and any third party and there are no related person transactions between the Company and Mr. Michelmore.
Mr. Michelmore will be compensated consistent with the Company’s compensation program for non-employee directors. Under the terms of the Company’s non-employee director compensation program, upon his election to the Board, Mr. Michelmore received an award of 5,885 time-vesting performance share units, representing a pro rata portion of the value of the non-employee directors’ annual time-vesting performance share unit award.
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
September 19, 2018
/s/ Jesse E. Gary
Jesse E. Gary
Executive Vice President, General Counsel & Secretary