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): February 8, 2021

Century Aluminum Company

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34474	13-3070826
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One South Wacker Drive
Suite 1000
Chicago
Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)
(312)	696-3101
(Registrant's telephone number, including area code)
N/A
(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:
☐	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, $0.01 par value per share	CENX	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

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.

On February 8, 2021, John Hoerner, Executive Vice President, North American Operations of Century Aluminum Company (the "Company") informed the Company of his decision to retire from the Company effective October 31, 2021. In connection with his retirement announcement, Mr. Hoerner has stepped down from his position as Executive Vice President, North American Operations, effective immediately, but will remain with the Company through his retirement date to assist with the transition.

The Company also announced that Gunnar Gudlaugsson, who is currently serving as Vice President, European Operations of the Company and Managing Director of the Company's wholly-owned subsidiary, Nordural Grundartangi ehf., will be promoted to the role of Executive Vice President, Global Operations, effective immediately.

A copy of the press release issued by the Company on February 9, 2021 announcing the retirement of Mr. Hoerner and appointment of Mr. Gudlaugsson is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
99.1	Press Release of Century Aluminum Company dated February 9, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			CENTURY ALUMINUM COMPANY
Date:	February 12, 2021	By:	/s/ Jesse E. Gary
			Name:	Jesse E. Gary
			Title:	Executive Vice President, Chief Operating Officer, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Century Aluminum Names Gunnar Gudlaugsson Executive Vice President, Global Operations

John Hoerner, Century’s EVP North America Operations, to Retire

CHICAGO, Feb. 09, 2021 (GLOBE NEWSWIRE) – Century Aluminum Company (NASDAQ: CENX) announced today that it has named Gunnar Gudlaugsson as Executive Vice President, Global Operations. Since joining Century in 2008, Mr. Gudlaugsson has served in a variety of operational roles of increasing responsibility, including most recently as Vice President, European Operations and Managing Director of Norðurál. Mr. Gudlaugsson has a B.S. in Electrical Engineering and Master of Science in Electrical Power Engineering from the University of Aalborg in Denmark.

Jesse Gary, Century’s Chief Operating Officer, stated, "Our Board and I are thrilled to announce Gunnar's promotion to this critically important position. Since joining us in 2008, Gunnar has played a leading role in transforming Century’s businesses in Iceland and the Netherlands into the world-class operations that they are today. We are excited to be able to bring his significant management expertise and proven track record of safe and profitable operations to the rest of our businesses.”

Century also announced that John Hoerner, Century’s Executive Vice President, North American Operations, will retire following ten years of distinguished service to the Company. Mr. Hoerner will remain with Century in an advisory role through October 2021 to assist with the transition.

Michael Bless, Century’s President and Chief Executive Officer, thanked Mr. Hoerner for his service: “John has played an instrumental role in Century’s success and in preserving the U.S. aluminum industry. We wish him the best in retirement.”

About Century Aluminum Company

Century Aluminum Company owns primary aluminum capacity in the United States and Iceland. Century's corporate offices are located in Chicago, IL. Visit www.centuryaluminum.com for more information.

Cautionary Statement

This press release and statements made by Century Aluminum Company management on the quarterly conference call contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words "believe," "expect," "hope," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," "scheduled," "forecast" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may." Our forward-looking statements include, without limitation, statements with respect to: our expectations with respect to the future performance of our management team; global and local financial and economic conditions; future aluminum pricing and the costs of our major raw materials; the impact of the continuously evolving COVID-19 pandemic; and the future financial and operating performance of Century and its subsidiaries.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report

Exhibit 99.1

on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the Securities and Exchange Commission. Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended. Many of these factors are beyond our ability to control or predict. Given these uncertainties, investors are cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact

Peter Trpkovski

(Investors and media)

312-696-3132

Source: Century Aluminum Company

XML

Document and Entity Information Document	Feb. 08, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 08, 2021
Entity Registrant Name	Century Aluminum Company
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34474
Entity Tax Identification Number	13-3070826
Entity Address, Address Line One	One South Wacker Drive
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	(312)
Local Phone Number	696-3101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	CENX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000949157
Amendment Flag	false