Century Aluminum (CENX) holders approve directors, auditor and say-on-pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Century Aluminum Company reported the results of its 2026 Annual Meeting of Stockholders held on June 15, 2026. A quorum was reached, with 85,513,459 shares of common stock present or represented by proxy, representing approximately 86.39% of shares outstanding and entitled to vote.
Stockholders elected seven directors – Jarl Berntzen, Jennifer Bush, Jesse Gary, Errol Glasser, Wilhelm van Jaarsveld, Andrew Michelmore, and Tamla Olivier – each to a one-year term expiring at the 2027 annual meeting. They also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.
In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers as described in the proxy statement, indicating support for the company’s current executive pay program.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares represented at meeting: 85,513,459 shares
Quorum percentage: 86.39%
Votes for auditor ratification: 84,373,696 votes
+3 more
6 metrics
Shares represented at meeting
85,513,459 shares
Present or represented by proxy at 2026 annual meeting
Quorum percentage
86.39%
Shares outstanding and entitled to vote at 2026 meeting
Votes for auditor ratification
84,373,696 votes
For ratifying Deloitte & Touche LLP for year ending Dec. 31, 2026
Votes for say-on-pay
79,589,386 votes
For advisory approval of named executive officer compensation
Top director support
79,851,676 votes
Votes for nominee Jesse Gary in director election
Votes against auditor
1,093,762 votes
Votes against Deloitte & Touche LLP ratification
Key Terms
broker non-votes, non-binding advisory vote, independent registered public accounting firm, Annual Meeting of Stockholders
4 terms
broker non-votes financial
"as well as abstentions and broker non-votes, as applicable, with respect to each proposal"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote financial
"The stockholders approved, through a non-binding advisory vote, the compensation of the Company's named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 15, 2026"
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): June 15, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
| (Registrant's telephone number, including area code) | |||||
| N/A | |||||
| (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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||||||
(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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Century Aluminum Company (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 15, 2026. A total of 85,513,459 shares of the Company's common stock were present or represented by proxy at the meeting, representing approximately 86.39% of the shares outstanding and entitled to vote at the Annual Meeting, thus providing a quorum.
The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Annual Meeting is as follows:
Proposal No. 1: Election of Jarl Berntzen, Jennifer Bush, Jesse Gary, Errol Glasser, Wilhelm van Jaarsveld, Andrew Michelmore, and Tamla Olivier to the Company's Board of Directors
The seven persons nominated to serve as directors of the Company received the following number of votes and were elected as directors to serve a one-year term expiring at the annual meeting of stockholders in 2027:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Jarl Berntzen | 73,199,876 | 6,929,724 | 5,383,859 | |||||||||||||||||
| Jennifer Bush | 73,403,274 | 6,726,326 | 5,383,859 | |||||||||||||||||
| Jesse Gary | 79,851,676 | 277,924 | 5,383,859 | |||||||||||||||||
| Errol Glasser | 71,339,258 | 8,790,342 | 5,383,859 | |||||||||||||||||
| Wilhelm van Jaarsveld | 79,479,782 | 649,818 | 5,383,859 | |||||||||||||||||
| Andrew Michelmore | 73,532,131 | 6,597,469 | 5,383,859 | |||||||||||||||||
| Tamla Olivier | 73,382,629 | 6,746,971 | 5,383,859 | |||||||||||||||||
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026 as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 84,373,696 | 1,093,762 | 46,001 | - | |||||||||||||||||
Proposal No. 3: Advisory Vote on the Compensation of Named Executive Officers
The stockholders approved, through a non-binding advisory vote, the compensation of the Company's named executive officers as described in the Company's proxy statement as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 79,589,386 | 494,275 | 45,939 | 5,383,859 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
CENTURY ALUMINUM COMPANY | ||||||||||||||
| Date: | June 17, 2026 | By: | /s/ John DeZee | |||||||||||
| Name: | John DeZee | |||||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||||||||
FAQ
What did Century Aluminum (CENX) stockholders vote on at the 2026 annual meeting?
Stockholders voted on electing seven directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving on a non-binding basis the compensation of named executive officers, as outlined in the company’s proxy statement.
Was there a quorum at Century Aluminum’s 2026 annual stockholder meeting?
Yes. A total of 85,513,459 shares were present or represented by proxy, representing approximately 86.39% of the shares outstanding and entitled to vote, which satisfied the quorum requirement for conducting business at the meeting.
Who was elected to Century Aluminum’s board at the 2026 meeting?
Stockholders elected Jarl Berntzen, Jennifer Bush, Jesse Gary, Errol Glasser, Wilhelm van Jaarsveld, Andrew Michelmore, and Tamla Olivier to the board. Each director will serve a one-year term expiring at the 2027 annual meeting of stockholders.
Which audit firm did Century Aluminum stockholders ratify for the 2026 fiscal year?
Stockholders ratified Deloitte & Touche LLP as Century Aluminum’s independent registered public accounting firm for the year ending December 31, 2026, with strong support based on the reported vote totals in favor of the proposal.
Did Century Aluminum (CENX) stockholders approve executive compensation in 2026?
Yes. In an advisory, non-binding vote, stockholders approved the compensation of Century Aluminum’s named executive officers, as described in the company’s proxy statement, indicating general support for the existing executive pay practices.
How many votes supported Century Aluminum’s say-on-pay resolution in 2026?
The advisory resolution on executive compensation received 79,589,386 votes for, with 494,275 against and 45,939 abstentions, along with 5,383,859 broker non-votes, reflecting broad but not unanimous support among voting stockholders.