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 ☐
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
| ALCOA CORPORATION |
| (Name of Registrant as Specified in Its Charter) |
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| (Name of Persons(s) Filing Proxy Statement, if other than the Registrant) |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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(2) |
Aggregate number of securities to which transaction applies: |
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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): |
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Proposed maximum aggregate value of transaction: |
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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. |
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(1) |
Amount previously paid: |
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Form, Schedule or Registration Statement No.: |
On June 6, 2024, Alcoa Corporation
(“Alcoa”) filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) to be used
to solicit proxies to approve the issuance of shares of common stock and non-voting convertible preferred stock of Alcoa in connection
with a proposed transaction to acquire all of the shares of Alumina Limited (“Alumina”) in an all-stock transaction (the “Transaction”)
at a special meeting of its stockholders.
Item 1: On July 10, 2024,
Alcoa published a message on LinkedIn, which is filed herewith as Exhibit 1.
Item 2: On July 10, 2024,
Alcoa published a message on Meta, which is filed herewith as Exhibit 2.
Caution Concerning Forward-Looking Statements
This communication 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 “aims,” “ambition,” “anticipates,”
“believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,”
“forecasts,” “goal,” “intends,” “may,” “outlook,” “potential,”
“plans,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,”
“targets,” “will,” “working,” “would,” or other words of similar meaning. All statements
by Alcoa Corporation (“Alcoa”) that reflect expectations, assumptions or projections about the future, other than statements
of historical fact, are forward-looking statements, including, without limitation, statements regarding the proposed transaction; the
ability of the parties to complete the proposed transaction; the expected benefits of the proposed transaction, the competitive ability
and position following completion of the proposed transaction; forecasts concerning global demand growth for bauxite, alumina, and aluminum,
and supply/demand balances; statements, projections or forecasts of future or targeted financial results, or operating performance (including
our ability to execute on strategies related to environmental, social and governance matters); statements about strategies, outlook, and
business and financial prospects; and statements about capital allocation and return of capital. These statements reflect beliefs and
assumptions that are based on Alcoa’s perception of historical trends, current conditions, and expected future developments, as
well as other factors that management believes are appropriate in the circumstances. 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 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. Such risks and uncertainties include, but are not limited
to: (1) the non-satisfaction or non-waiver, on a timely basis or otherwise, of one or more closing conditions to the proposed transaction;
(2) the prohibition or delay of the consummation of the proposed transaction by a governmental entity; (3) the risk that the proposed
transaction may not be completed in the expected time frame or at all; (4) unexpected costs, charges or expenses resulting from the proposed
transaction; (5) uncertainty of the expected financial performance following completion of the proposed transaction; (6) failure to realize
the anticipated benefits of the proposed transaction; (7) the occurrence of any event that could give rise to termination of the proposed
transaction; (8) potential litigation in connection with the proposed transaction or other settlements or investigations that may affect
the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; (9)
the impact of global economic conditions on the aluminum industry and aluminum end-use markets; (10) volatility and declines in aluminum
and alumina demand and pricing, including global, regional, and product-specific prices, or significant changes in production costs which
are linked to LME or other commodities; (11) the disruption of market-driven balancing of global aluminum supply and demand by non-market
forces; (12) competitive and complex conditions in global markets; (13) our ability to obtain, maintain, or renew permits or approvals
necessary for our mining operations; (14) rising energy costs and interruptions or uncertainty in energy supplies; (15) unfavorable changes
in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (16) our ability to
execute on our strategy to be a lower cost, competitive, and integrated aluminum production business and to realize the anticipated benefits
from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies; (17) our
ability to integrate and achieve intended results
from joint ventures, other strategic alliances, and strategic business transactions; (18) economic, political, and social conditions,
including the impact of trade policies and adverse industry publicity; (19) fluctuations in foreign currency exchange rates and interest
rates, inflation and other economic factors in the countries in which we operate; (20) changes in tax laws or exposure to additional tax
liabilities; (21) global competition within and beyond the aluminum industry; (22) our ability to obtain or maintain adequate insurance
coverage; (23) disruptions in the global economy caused by ongoing regional conflicts; (24) legal proceedings, investigations, or changes
in foreign and/or U.S. federal, state, or local laws, regulations, or policies; (25) climate change, climate change legislation or regulations,
and efforts to reduce emissions and build operational resilience to extreme weather conditions; (26) our ability to achieve our strategies
or expectations relating to environmental, social, and governance considerations; (27) claims, costs and liabilities related to health,
safety, and environmental laws, regulations, and other requirements, in the jurisdictions in which we operate; (28) liabilities resulting
from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage; (29) our ability
to fund capital expenditures; (30) deterioration in our credit profile or increases in interest rates; (31) restrictions on our current
and future operations due to our indebtedness; (32) our ability to continue to return capital to our stockholders through the payment
of cash dividends and/or the repurchase of our common stock; (33) cyber attacks, security breaches, system failures, software or application
vulnerabilities, or other cyber incidents; (34) labor market conditions, union disputes and other employee relations issues; (35) a decline
in the liability discount rate or lower-than-expected investment returns on pension assets; and (36) the other risk factors discussed
in Part I Item 1A of Alcoa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other reports filed by Alcoa
with the SEC. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement.
Alcoa cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are
made. Alcoa 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. Market projections are subject to the risks described above and other risks
in the market. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking
statements and none of the information contained herein should be regarded as a representation that the forward-looking statements contained
herein will be achieved.
Additional Information and Where to Find It
This communication does not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any securities. This communication relates to the proposed transaction.
On June 6, 2024, Alcoa filed with the SEC a definitive proxy statement on Schedule 14A (the “Proxy Statement”) in connection
with the proposed transaction. Other documents regarding the proposed transaction may be filed with the SEC. This communication is not
a substitute for the Proxy Statement or any other document that Alcoa may file with the SEC and send to its stockholders in connection
with the proposed transaction. The issuance of the stock consideration in the proposed transaction will be submitted to Alcoa’s
stockholders for their consideration. The Proxy Statement contains important information about Alcoa, the proposed transaction and related
matters. Before making any voting decision, Alcoa’s stockholders should read all relevant documents filed or to be filed with the
SEC completely and in their entirety, including the Proxy Statement, as well as any amendments or supplements to those documents, because
they contain or will contain important information about Alcoa and the proposed transaction. Alcoa’s stockholders will be able
to obtain a free copy of the Proxy Statement, as well as other filings containing information about Alcoa, free of charge, at the SEC’s
website (www.sec.gov). Copies of the Proxy Statement and other documents filed by Alcoa with the SEC may be obtained, without charge,
by contacting Alcoa through its website at https://investors.alcoa.com/.
Participants in the Solicitation
Alcoa, its directors, executive officers and other
persons related to Alcoa may be deemed to be participants in the solicitation of proxies from Alcoa’s stockholders in connection
with the proposed transaction. Information about the directors and executive officers of Alcoa and their ownership of common stock of
Alcoa is set forth in the section entitled “Information about our Executive Officers” included in Alcoa’s annual
report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 21, 2024 (and which is available
at
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1675149/000095017024018069/aa-20231231.htm),
in the section entitled “Director Nominees” included in its proxy statement for its 2024 annual meeting of stockholders,
which was filed with the SEC on March 19, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1675149/000119312524071354/d207257ddef14a.htm),
and in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Interests
of Alcoa Executive Officers and Directors in the Transaction” included in the Proxy Statement, which was filed with the SEC
on June 6, 2024 (and which is available at https://www.sec.gov/Archives/edgar/data/1675149/000119312524156116/d827161ddefm14a.htm). Additional
information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be included in other relevant materials to be filed with
the SEC in connection with the proposed transaction when they become available. Free copies of these documents may be obtained as described
in the preceding paragraph.
Exhibit 1
Exhibit 2
Alcoa (NYSE:AA)
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