UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☐ | Definitive Proxy Statement | |
☒ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to §240.14a-12 |
Kaiser Aluminum Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
(1) | Title of each class of securities to which transaction applies:
| |||
(2) | Aggregate number of securities to which transaction applies:
| |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
(4) | Proposed maximum aggregate value of transaction:
| |||
(5) | Total fee paid:
| |||
☐ | Fee paid previously with preliminary materials: | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount previously paid:
| |||
(2) | Form, Schedule or Registration Statement No.:
| |||
(3) | Filing Party:
| |||
(4) | Date Filed:
|
KAISER ALUMINUM CORPORATION
SUPPLEMENT TO PROXY STATEMENT
FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS
This supplement to the Proxy Statement for the 2021 Annual Meeting of Stockholders of Kaiser Aluminum Corporation (the Company) to be held on Thursday, June 3, 2021 is being furnished solely to correct the amounts and descriptions of fees for services rendered by our independent registered public accounting firm, Deloitte & Touche LLP, as set forth on page 84 of the 2021 Proxy Statement. The table, including the accompanying footnotes, appearing on page 84 of the Proxy Statement is restated below to include the corrected information. Audit Fees for 2020 and 2019 should be 1,879,847 and 1,903,125, instead of 1,794,248 and 1,794,424, respectively; Audit-Related Fees for 2020 and 2019 should be $1,852,253 and $220,892, instead of $0 and $21,216, respectively; and All Other Fees for 2020 and 2019 should be $371,137 and $1,895, instead of $2,308,989 and $310,272, respectively.
The following table presents fees for professional audit services rendered by Deloitte & Touche LLP for the audit of our annual financial statements for each of 2019 and 2020, and fees billed for other services rendered by Deloitte & Touche LLP.
2020 | 2019 | |||||||
Audit Fees (1) |
$ | 1,879,847 | $ | 1,903,125 | ||||
Audit-Related Fees (2) |
$ | 1,852,253 | $ | 220,892 | ||||
Tax Fees (3) |
$ | 7,938 | $ | 7,456 | ||||
All Other Fees (4) |
$ | 371,137 | $ | 1,895 |
(1) | Audit fees for 2020 and 2019 consist principally of fees for the audit of our annual financial statements included in our Annual Report on Form 10-K for those years and review of our financial statements included in our Quarterly Reports on Form 10-Q for those years, audit services provided in connection with compliance with the requirements of the Sarbanes-Oxley Act, fees relating to the review of agreed-upon procedures relating to certain environmental matters, and fees for audit-related services relating to a debt offering and comfort letters. Audit fees for 2019 also include fees for a statutory audit. |
(2) | Audit-related fees for 2020 and 2019 consist principally of fees relating to the due diligence related to mergers and acquisitions, including, for 2020, the Companys strategic acquisition of Kaiser Aluminum Warrick, LLC, formerly known as Alcoa Warrick LLC (Warrick). |
(3) | Tax fees consist principally of fees for tax advisory services related to compliance and payroll and income taxes related to equity grants to French employees and the preparation of tax returns for certain of our subsidiaries. |
(4) | All other fees for 2020 consist of fees relating to the integration work in connection with our acquisition of Warrick and the subscription fee to the Deloitte & Touche LLP Research Tool Library. All other fees for 2019 consist of the subscription fee to the Deloitte & Touche LLP Research Tool Library. |
Dated: May 18, 2021
1