8-K

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): August 24, 2015

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 August 24, 2015, Noranda Aluminum Holding Corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The sole proposal submitted to a vote of the stockholders at the Special Meeting was a proposal to approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to (1) effect a one-for-seven reverse stock split of the issued and outstanding common stock of the Company (the “Reverse Stock Split”), and (2) decrease the number of shares of Company common stock authorized for issuance from 200 million to 30 million (the “Authorized Share Reduction”). The proposal was approved by the stockholders, who voted on the proposal as set forth below:  

For	Against	Abstain
58,655,225	2,445,298	99,077

There were no broker non-votes.

Item 8.01.    Other Events.

On August 25, 2015, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to make effective the Amendment described in Item 5.07 above (the “Certificate of Amendment”). The Certificate of Amendment was approved by the Company’s stockholders at the Special Meeting and became effective upon filing (the “Effective Time”).

At the Effective Time, each holder of Company common stock received, for every seven shares of Company common stock held prior to the Effective Time, one share of Company common stock, subject to adjustment in respect of fractional shares. No fractional shares were issued in connection with the reverse stock split. Instead, each stockholder otherwise entitled to receive a fractional share received, in lieu of such fractional share, an additional whole share of common stock.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this report. The summary of the Certificate of Incorporation set forth in this report is qualified in all respects by the terms set forth in the Certificate of Amendment, which is incorporated herein by reference.

In connection with the Reverse Stock Split, holders of stock options, restricted stock and restricted stock units under the Company’s equity plans will receive, at the respective times of exercise or vesting of such instruments and in lieu of fractional shares, a cash amount based on the closing market price of Company common stock on the date of such exercise or vesting. Accounts for participants in the Company’s employee stock purchase plan (“ESPP”) include fractional shares; accordingly, fractional shares were assigned to the accounts of ESPP participants.

At the market open on August 26, 2015, the Company’s common stock will continue to trade on the New York Stock Exchange under the symbol “NOR,” but will be assigned a new CUSIP number (65542W206) and will trade on a split-adjusted basis. At the Effective Time, the total issued and outstanding shares of the Company’s common stock was reduced from approximately 70 million shares to approximately 10 million shares.

On August 25, 2015, the Company issued a press release announcing stockholder approval of the Amendment. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Safe Harbor Statement / Forward Looking Statements

Certain statements in this report, including statements regarding trading of the Company’s common stock at the market open on August 26, 2015, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those addressed in the forward-looking statements, including, without limitation, the risk of an unanticipated delay in the commencement of trading in the Company’s common stock on a split-adjusted basis. These forward-looking statements are based on current information that may change, and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement, and the

Company undertakes no obligation to revise or update any forward-looking statement to reflect events or circumstances occurring after the date of this report.

Item 9.01.    Financial Statements and Exhibits

Exhibit

NumberDescription

3.1    Certificate of Amendment, dated August 25, 2015

99.1    Press release, dated August 25, 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 hereunto duly authorized.

NORANDA ALUMINUM HOLDING CORPORATION
Date:	August 25, 2015
By:	/s/ Gail E. Lehman
	Gail E. Lehman
	Chief Administrative Officer, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit

NumberDescription

3.1    Certificate of Amendment, dated August 25, 2015

99.1    Press release, dated August 25, 2015

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NORANDA ALUMINUM HOLDING CORPORATION

Pursuant to Sections 228 and 242 of
the General Corporation Law of the
State of Delaware

NORANDA ALUMINUM HOLDING CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware of this Certificate of Amendment to the Corporation’s Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”), each seven (7) shares of the Corporation’s Common Stock, par value $0.01 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, respectively, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”).

SECOND: No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, each fractional share that would otherwise result from the Reverse Stock Split shall be rounded up to one whole share of common stock.

THIRD: Each person of record holding a certificate (if any) that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.

FOURTH: Article IV of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended by replacing

Section 1 of the existing Article IV in its entirety with the following:

“Section 1. Authorized Shares. The total number of shares of all classes of stock that the Corporation shall have authority to issue is 55,000,000 shares, of which 30,000,000 shares shall be common stock, $0.01 par value (“Common Stock”) and 25,000,000 shares shall be preferred stock, $0.01 par value (“Preferred Stock”). ”

FIFTH: This Certificate of Amendment shall become effective upon filing with the Delaware Secretary of State.

SIXTH: This Certificate of Amendment was duly authorized by the Corporation’s Board and adopted by written consent of the Corporation’s stockholders in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 25th day of August, 2015.

NORANDA ALUMINUM HOLDING CORPORATION

By: /s/ Gail E. Lehman    
Name: Gail E. Lehman
Title: Chief Administrative Officer, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Noranda Completes 1-for-7 Reverse Stock Split

Franklin, Tennessee – August 25, 2015 – Noranda Aluminum Holding Corporation (NYSE: NOR) announced today that it has effected a 1-for-7 reverse stock split of its common stock (the “reverse stock split”) and a reduction in the number of authorized shares of its common stock from 200 million shares to 30 million shares (the “authorized share reduction”). The reverse stock split and authorized share reduction are addressed in an amendment to the Company’s amended and restated certificate of incorporation that was approved by the Company’s stockholders at a special meeting of stockholders held on August 24, 2015 and became effective on August 25, 2015.

The Company’s stock will begin trading on a split-adjusted basis at the market open on August 26, 2015. The Company’s common stock will continue to trade on the New York Stock Exchange under the symbol “NOR,” although a new CUSIP number (65542W206) has been assigned to the Company’s common stock as a result of the reverse stock split.

As a result of the reverse stock split, the total issued and outstanding shares of the Company’s common stock has been reduced from approximately 70 million shares to approximately 10 million shares. No fractional shares have been issued in connection with the reverse stock split. Instead, each stockholder otherwise entitled to receive a fractional share is being issued, in lieu of such fractional share, an additional whole share of common stock. Holders of stock options, restricted stock and restricted stock units under the Company’s equity plans will receive, at the respective times of exercise or vesting of such instruments and in lieu of fractional shares, a cash amount based on the closing market price of Company common stock on the date of such exercise or vesting. Accounts for participants in the Company’s employee stock purchase plan (“ESPP”) currently include fractional shares; accordingly, ESPP participants will have fractional shares assigned to their accounts.

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 28, 2015, a copy of which is also available at www.sec.gov or at www.norandaaluminum.com under the SEC Filings tab located on the Investors Relations page.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements about future, not past, events and involve certain important risks and uncertainties, any of which could cause the Company’s actual results to differ materially from those expressed in forward-looking statements, including, without limitation, a delay in the commencement of trading in the Company’s common stock on a split-adjusted basis.

Forward-looking statements contain words such as "believes," "expects," "may," "should," "seeks," "approximately," "intends," "plans," "estimates," or "anticipates" or similar expressions that relate to Noranda’s strategy, plans or intentions. All statements Noranda makes relating to its estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results

Exhibit 99.1

or to the Company’s expectations regarding future industry trends are forward-looking statements. Noranda undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise except as otherwise required by law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect management's current estimates, projections, expectations or beliefs.

For a discussion of additional risks and uncertainties that may affect the future results of Noranda, please see the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.

About the Company

Noranda Aluminum Holding Corporation is a leading North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils.

Contact Information

John A. Parker

Vice President of Communication and Investor Relations

(615) 771-5734

john.parker@noralinc.com