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 24, 2023

ALCOA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-37816	81-1789115
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 Isabella Street, Suite 500 Pittsburgh, Pennsylvania	15212-5858
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (412) 315-2900

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 (see General Instruction A.2. below):

☐ 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
Common Stock, par value $0.01 per share	AA	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Alcoa Corporation (the “Company”) elected Mr. William F. Oplinger to serve as President and Chief Executive Officer of the Company on September 24, 2023 (the “Effective Date”), effective on such date.

On the Effective Date, the Board determined that Mr. Roy C. Harvey, the Company’s current President and Chief Executive Officer, will cease to serve in such roles effective immediately on such date, and appointed him to the position of Strategic Advisor to the Chief Executive Officer until his employment ends with the Company on December 31, 2023 (the “Separation Date”). In connection with his departure from the Company on the Separation Date, Mr. Harvey will receive severance payments and benefits in accordance with the terms and conditions of his Amended and Restated Executive Severance Agreement with the Company, dated and effective as of July 30, 2019, subject to his execution and non-revocation of releases of claims against the Company, and under the applicable terms and conditions of his equity incentive awards. On the Effective Date, Mr. Harvey resigned from his position as a director on the Board, effective immediately on such date.

Mr. Oplinger, 56, had served as the Company’s Executive Vice President and Chief Operations Officer since February 2023 and he will continue to perform those functions. He previously served as the Company’s Executive Vice President and Chief Financial Officer from November 2016 to February 2023. In connection with his appointment as President and Chief Executive Officer of the Company, as of the Effective Date, Mr. Oplinger’s base salary increased to $1,200,000, his annual incentive compensation target opportunity increased to 150% of base salary, and his long-term incentive compensation target opportunity is $8,000,000.

On the Effective Date, the Board also elected Mr. Oplinger to serve as a director on the Board to replace Mr. Harvey, effective immediately on such date. Mr. Oplinger will not serve on any Board committees or receive any fees or other compensation for his service on the Board.

A copy of the Company’s related press release, dated September 24, 2023, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit number	Description
99.1	Press release of Alcoa Corporation dated September 24, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The internet address in the press release attached as Exhibit 99.1 hereto is included only as an inactive textual reference and is not intended to be an active link to the information therein. Information contained on such website, or that can be accessed therein, does not constitute a part of this report.

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.

	ALCOA CORPORATION
Date: September 25, 2023	By:	/s/ Marissa P. Earnest
		Marissa P. Earnest
		Senior Vice President, Chief Governance Counsel and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact:	Media Contact:
James Dwyer	Jim Beck
412-992-5450	412-315-2909
James.Dwyer@alcoa.com	Jim.Beck@alcoa.com

Alcoa Announces Leadership Transition

• William F. Oplinger, Current EVP and COO, Appointed President, CEO and Director

• Roy C. Harvey Becomes Strategic Advisor to CEO

PITTSBURGH, September 25, 2023 – Alcoa Corporation (NYSE: AA) (the “Company”) announced today that William F. Oplinger has been elected to serve as President and Chief Executive Officer of the Company and as a member of its Board of Directors.

Oplinger succeeds Roy C. Harvey, effective September 24, 2023, who will serve as Strategic Advisor to the Chief Executive Officer until December 31, 2023.

Oplinger, 56, has served as the Company’s Executive Vice President and Chief Operations Officer since February 2023 and previously served as the Company’s Executive Vice President and Chief Financial Officer from November 2016 to February 2023.

Harvey had served as the Company’s Chief Executive Officer since November 2016 and as President since May 2017. The transition of the President and CEO roles reflects the Company’s succession planning process.

“Roy has guided Alcoa since its launch as a public company in November 2016, helping to transform Alcoa into the stronger and more resilient company that it is today,” said Steven Williams, the Company’s non-executive Chairman of the Board. “On behalf of the entire Board of Directors, we extend our sincerest gratitude to Roy for his service and his lasting contributions to Alcoa.”

Williams continued: “Our Board believes Bill’s extensive experience with Alcoa makes him well-positioned to carry the Company forward.”

Prior to creation of Alcoa Corporation in 2016, Oplinger had been Executive Vice President and Chief Financial Officer for Alcoa Inc., where he also previously served as Chief Operating Officer for the Global Primary Products (GPP) division and oversaw its mining, refining, smelting, casting and energy businesses.

“I am extremely honored to lead a company with such a rich legacy and build upon the progress we’ve made over these past several years,” Oplinger said. “We’ve strengthened our Company and we will be focused on executing on our strategies to create value today while we work on our long-term vision to reinvent the aluminum industry for a sustainable future.”

About Alcoa Corporation

Alcoa (NYSE: AA) is a global industry leader in bauxite, alumina, and aluminum products with a vision to reinvent the aluminum industry for a sustainable future. With a values-based approach that encompasses integrity, operating excellence, care for people and courageous leadership, our purpose is to Turn Raw Potential into Real Progress. Since developing the process that made aluminum an affordable and vital part of modern life, our talented Alcoans have developed breakthrough innovations and best practices that have led to greater efficiency, safety, sustainability, and stronger communities wherever we operate.

Dissemination of Company Information

Alcoa intends to make future announcements regarding company developments and financial performance through its website, www.alcoa.com, as well as through press releases, filings with the Securities and Exchange Commission, conference calls and webcasts.

Forward-Looking Statements

This press release contains statements that relate to future events and expectations, and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “aim,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “potential,” “projects,” “reach,” “seeks,” “sees,” “should,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by Alcoa Corporation that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa Corporation believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Alcoa Corporation’s filings with the Securities and Exchange Commission. Alcoa Corporation disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

XML

Document and Entity Information	Sep. 24, 2023
Cover [Abstract]
Entity Registrant Name	Alcoa Corp
Amendment Flag	false
Entity Central Index Key	0001675149
Document Type	8-K
Document Period End Date	Sep. 24, 2023
Entity Incorporation State Country Code	DE
Entity File Number	1-37816
Entity Tax Identification Number	81-1789115
Entity Address, Address Line One	201 Isabella Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15212-5858
City Area Code	(412)
Local Phone Number	315-2900
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	AA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false