8-K


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): September 1, 2015


Century Aluminum Company
(Exact Name of Registrant as Specified in Charter)
Delaware
1-34474
13-3070826
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
One South Wacker Drive
Suite 1000
Chicago, Illinois
(Address of Principal Executive Offices)
60606
(Zip Code)
(312) 696-3101
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR   240.13e-4(c))





Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2015 Annual Meeting of Stockholders (the “Annual Meeting”) was held on September 1, 2015. A total of 76,659,638 shares of the Company's common stock were present or represented by proxy at the meeting, representing approximately 88.21% 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, Michael Bless, Errol Glasser, Daniel Goldberg and Terence Wilkinson to the Company's Board of Directors
The Company's stockholders elected Mr. Berntzen, Mr. Bless, Mr. Glasser, Mr. Goldberg and Mr. Wilkinson to serve on the Company's Board of Directors for a one year term expiring at our annual meeting in 2016 by the votes indicated below.

Director Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Jarl Berntzen
 
66,754,213
 
1,483,994
 
8,421,431
Michael Bless
 
66,347,689
 
1,890,518
 
8,421,431
Errol Glasser
 
67,134,529
 
1,103,678
 
8,421,431
Daniel Goldberg
 
43,820,361
 
24,417,846
 
8,421,431
Terence Wilkinson
 
66,942,816
 
1,295,391
 
8,421,431

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015 was approved by the votes indicated below. There were no broker non-votes on this proposal.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
74,921,742
 
1,721,527
 
16,369
 
-

Proposal No. 3: Advisory vote on the compensation of executive officers
The allocation of votes for the non-binding advisory vote to approve the compensation of the Company's named executive officers (“say on pay”) was a follows:


Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
67,609,209
 
549,689
 
79,309
 
8,421,431
For more information regarding Proposals 1 through 3, please refer to the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 13, 2015.






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 thereunto duly authorized.


 
 
 
CENTURY ALUMINUM COMPANY
Date:
September 3, 2015
By:
      /s/ Jesse E. Gary
 
 
 
Name:
Title:
Jesse E. Gary
Executive Vice President, General Counsel and Secretary