- Current report filing (8-K)
December 31 2008 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): December 31, 2008
KAISER ALUMINUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-52105
(Commission
File Number)
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94-3030279
(I.R.S. Employer
Identification No.)
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27422 Portola Parkway, Suite 350
Foothill Ranch, California
(Address of Principal Executive Offices)
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92610-2831
(Zip Code)
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(949) 614-1740
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective as of December 31, 2008, the following compensatory arrangements previously entered
into or adopted by Kaiser Aluminum Corporation (the Company) or one of its subsidiaries were
amended:
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(1)
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Employment Agreement, dated as of July 6, 2006 (the Hockema Employment
Agreement), with Jack A. Hockema, the Companys principal executive officer;
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(2)
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Change in Control Severance Agreements (the Change in Control Severance
Agreements) with John Barneson, John M. Donnan, and Daniel J. Rinkenberger, each of
whom was a named executive officer in the proxy statement relating to the Companys
2008 annual meeting of stockholders;
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(3)
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agreements evidencing awards granted to Messrs. Hockema, Barneson, Donnan and
Rinkenberger prior to 2008 under the Companys 2006 Equity and Performance Incentive
Plan (the Pre-2008 Equity Awards); and
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(4)
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the Kaiser Aluminum Fabricated Products Restoration Plan.
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The amendments consist of various technical and clarifying changes intended to bring such
arrangements into compliance with Section 409A of Internal Revenue Code of 1986, as amended (the
Code), and to ensure that such arrangements meet the requirements for avoiding accelerated taxes
and penalties under Section 409A of the Code.
The amendment to the Hockema Employment Agreement, a form of amendment to the Change in
Control Severance Agreements, the amendment to the agreements evidencing the Pre-2008 Equity Awards
and the amendment to the Restoration Plan are attached hereto as Exhibits 10.1, 10.2, 10.3 and
10.4, respectively, and are incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit
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Number
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Description
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10.1
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Amendment dated December 31, 2008 to the Employment Agreement between
Jack A. Hockema and the Company.
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10.2
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Form of Amendment to the Change in Control Severance Agreement with
John Barneson, John M. Donnan, and Daniel J. Rinkenberger.
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10.3
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Amendment dated December 31, 2008 to the agreements evidencing awards
granted to Messrs. Jack A. Hockema, John Barneson, John M. Donnan and
Daniel J. Rinkenberger prior to 2008 under the Companys 2006 Equity
and Performance Incentive Plan.
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10.4
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Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan.
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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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KAISER ALUMINUM CORPORATION
(Registrant)
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By:
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/s/ John M. Donnan
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John M. Donnan
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Senior Vice President, General Counsel and
Secretary
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Date: December 31, 2008
EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Amendment dated December 31, 2008 to the Employment Agreement between
Jack A. Hockema and the Company.
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10.2
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Form of Amendment to the Change in Control Severance Agreement with
John Barneson, John M. Donnan, and Daniel J. Rinkenberger.
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10.3
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Amendment dated December 31, 2008 to the agreements evidencing awards
granted to Messrs. Jack A. Hockema, John Barneson, John M. Donnan and
Daniel J. Rinkenberger prior to 2008 under the Companys 2006 Equity
and Performance Incentive Plan.
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10.4
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Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan.
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