0001422105-13-000032.txt : 20130513 0001422105-13-000032.hdr.sgml : 20130513 20130513161538 ACCESSION NUMBER: 0001422105-13-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130509 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130513 DATE AS OF CHANGE: 20130513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Noranda Aluminum Holding CORP CENTRAL INDEX KEY: 0001422105 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 208908550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 13837540 BUSINESS ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-771-5760 MAIL ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 8-K 1 a8k-2013shareholdersmeeting.htm 8-K 8K - 2013 Shareholders Meeting


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported event): May 9, 2013
NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)


Delaware
001-34741
20-8908550
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
801 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (615) 771-5700

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.
On May 9, 2013, Noranda Aluminum Holding Corporation (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved the election of all four returning members of the Board of Directors to serve until the 2016 Annual Meeting and ratified the appointment of Ernst and Young LLP as independent registered public accounting firm for the year ending December 31, 2013. The proposals presented at the Annual Meeting are described in detail in the Company’s Notice of 2013 Annual Meeting and Proxy Statement as filed with the Securities and Exchange Commission on April 22, 2013.
As of the record date, there were 67,880,237 shares of common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 64,891,633 or 95.6% of the outstanding common shares of stock entitled to vote were represented by proxy. No ballots were cast in-person at the Annual Meeting. Those shares were voted as follows:

1.     The following individuals were nominated in 2013 to serve on the Company’s Board of Directors until the 2016 Annual Meeting. All nominees were elected. The results were as follows:
Name
 
Votes for
 
Votes withheld
 
Broker non-vote
Robert A. Kasdin
 
55,083,503

 
3,830,453

 
5,977,677

Matthew H. Nord
 
48,290,979

 
10,622,977

 
5,977,677

Eric L. Press
 
48,211,542

 
10,702,414

 
5,977,677

Layle K. Smith
 
49,250,000

 
9,663,956

 
5,977,677

2.    The appointment of Ernst and Young LLP as independent registered public accounting firm to audit the accounts of the Company for the fiscal year ending December 31, 2013 was ratified. The results were as follows:
 
 
Number of votes
 
 
 
 
Votes for
 
64,491,079

 
 
 
 
Votes against
 
53,519

 
 
 
 
Abstain
 
347,035

 
 
 
 
 
 
 
 
 
 
 


















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.
 
NORANDA ALUMINUM HOLDING CORPORATION
 
 
Date:
May 13, 2013
 
 
By:
/s/ Gail E. Lehman
 
Gail E. Lehman
 
Chief Administrative Officer, General Counsel and Corporate Secretary