Current Report Filing (8-k)
October 17 2018 - 4:14PM
Edgar (US Regulatory)
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): October 17, 2018 (
October
11, 2018)
ALCOA CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-37816
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81-1789115
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania
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15212-5858
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(Address of principal executive offices)
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(Zip Code)
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412-315-2900
(Registrant’s
telephone number, including area code)
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:
⃞
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))
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 2.02 Results of Operations and Financial Condition.
On October
17, 2018, Alcoa Corporation (the “Company”) issued a press release
announcing its third quarter 2018 financial results. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated by
reference into this Item 2.02.
The information contained in this Item 2.02, including Exhibit
99.1 attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
it be deemed incorporated by reference into any filing made under the
Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b)
On October 11, 2018,
the Company and Mr. Tómas M. Sigurðsson mutually determined that,
effective November 1, 2018 (the “Effective Date”), Mr. Sigurðsson will
assume the role of Senior Vice President, Strategic Alliances, having
primary responsibility for managing and developing the Company’s key
strategic relationships, and will no longer serve as the Company’s Chief
Operating Officer. Mr. Sigurðsson will continue to report to the Chief
Executive Officer. As part of a reorganization to further emphasize the
importance of the Company’s operations and its operator-centric
philosophy, as of the Effective Date, the presidents of the Company’s
three business segments will report directly to the Chief Executive
Officer and the position of Chief Operating Officer will be eliminated.
Item 8.01 Other Events.
On October 17, 2018, the Company announced that its Board of Directors
authorized a common stock repurchase program under which the Company may
purchase up to $200 million of its outstanding common stock, depending
on cash flow availability, market conditions, and other factors.
Repurchases under the program may be made using a variety of methods,
which may include open market purchases, privately negotiated
transactions, or pursuant to a 10b5-1 plan. This program does not have a
predetermined expiration date. The Company intends to retire the
repurchased shares of common stock. As of September 30, 2018, the
Company had 186,490,966 issued and outstanding shares of common stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following is furnished as an exhibit to 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.
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ALCOA CORPORATION
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Date:
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October 17, 2018
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By:
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/s/ Jeffrey D. Heeter
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Jeffrey D. Heeter
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Executive Vice President, General Counsel
and Secretary
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