UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  April 29, 2019

CENTURYHEADERLOGOA35.JPG

Century Aluminum Company
(Exact Name of Registrant as Specified in Charter)
Delaware
1-34474
13-3070826
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
One South Wacker Drive
Suite 1000
Chicago, Illinois
(Address of Principal Executive Offices)
60606
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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. ☐







As previously reported by Century Aluminum Company (the “Company”) in a Current Report on Form 8-K filed on May 3, 2019 (the “Initial Filing”), on April 29, 2019, the Company announced that Mr. Jesse E. Gary had been appointed to the position of Executive Vice President and Chief Operating Officer. This amendment amends the Initial Filing solely to provide additional information as required by Item 5.02 of Form 8-K regarding the grant of stock awards to Mr. Gary in connection with his previously reported promotion which information was not available at the time of the Initial Filing.
Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 10, 2019, in connection with Mr. Gary’s promotion to the position of Executive Vice President and Chief Operating Officer, Mr. Gary received a grant of stock-based awards under the Company’s 2019-2021 long-term incentive plan. Mr. Gary’s award was comprised of: (i) 9,076 time-vesting share units and (ii) 18,180 performance share units that vest, if at all, based on the Company’s total shareholder return relative to the average total shareholder return of a pre-established peer group.







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:
May 15, 2019
By:
          /s/ Jesse E. Gary
 
 
 
Name:
Jesse E. Gary
 
 
 
Title:
Executive Vice President, Chief Operating Office, General Counsel & Secretary



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