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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 4, 2007
KAISER ALUMINUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-52105
(Commission
File Number)
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94-3030279
(I.R.S. Employer
Identification No.) |
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27422 Portola Parkway, Suite 350
Foothill Ranch, California
(Address of Principal Executive Offices)
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92610-2831
(Zip Code) |
(949) 614-1740
(Registrants telephone number, including area code)
Not Applicable
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2007, the Board of Directors of Kaiser Aluminum Corporation (the Company), upon
the recommendation of its Nominating and Corporate Governance Committee, selected Carolyn
Bartholomew to fill the vacancy on the Board of Directors of the Company resulting from the death
of George Becker in February 2006. Ms. Bartholomew, Chairman of U.S.-China Economic and Security
Review Commission, was designated by the United Steelworkers, or USW, pursuant to the Director
Designation Agreement between the Company and the USW, which gives the USW certain rights with
respect to the nomination of directors comprising at least 40% of the Companys Board of Directors.
The Director Designation Agreement is described in, and attached as Exhibit 4.1 to, the Companys
Form 8-A filed with the Securities and Exchange Commission on July 6, 2006. Ms. Bartholomew will
serve as a Class II director and will hold office for a term expiring at the Companys annual
meeting of stockholders to be held in 2008 and until her successor is elected and qualified.
Ms. Bartholomew will receive the standard compensation provided to all of the Companys
non-employee directors. The standard compensation paid to non-employee directors includes
an annual cash retainer, an annual grant of restricted stock, meeting fees and expense
reimbursement.
A copy of the press release announcing the election of Ms. Bartholomew is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1
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Press Release dated June 6, 2007. |
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.
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KAISER ALUMINUM CORPORATION
(Registrant)
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By: |
/s/ John M. Donnan
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John M. Donnan |
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Vice President, Secretary and General Counsel |
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Date: June 6, 2007
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Exhibit |
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Number |
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Description |
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99.1
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Press Release dated June 6, 2007. |
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