Alcoa Corp

1. 1

   Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2027

   ManagementBoard: FOR

   Elect 11 nominees to the Board to serve one-year terms expiring in 2027.

2. 2

   Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PwC as independent auditor for 2026.

3. 3

   Approval, on an Advisory Basis, of the Company’s 2025 Named Executive Officer Compensation

   ManagementBoard: FOR

   Advisory (“Say-on-Pay”) vote to approve the 2025 compensation of the Company’s named executive officers.

4. 4

   Approval of the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated

   ManagementBoard: FOR

   Approve the amended and restated long-term equity incentive plan, increasing the share reserve and updating plan terms.

   More detail

   Proposal 4 requests stockholder approval of the Alcoa Corporation Stock and Incentive Compensation Plan as Amended and Restated, primarily to increase the authorized share reserve from 30,000,000 to 38,000,000 shares and to modernize plan terms. The amendment restates the existing 2016 plan, adds an additional 8 million-share pool (subject to fungible counting provisions that treat full-value awards as 1.69 shares each for counting purposes after May 6, 2026), and makes technical and governance changes intended to align awards with best practices. Key changes include a cash incentive award feature; a one-year minimum vesting/performance period (with limited exceptions including substitute awards and certain director awards); stronger anti-repricing protections; limits on share recycling and dividend payments on unvested awards; a higher non-employee director annual grant limit ($750,000); and retention of double-trigger change-in-control protections. Management is seeking approval because available shares under the current plan have been depleted by prior grants, and the People and Compensation Committee believes additional capacity is necessary to continue competitive equity-based compensation that aligns employee and director interests with stockholders. The Board recommends a vote FOR, citing competitiveness, retention, and governance safeguards as rationale.

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When is the Alcoa Corp 2026 annual meeting?

Alcoa Corp (AA) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Alcoa Corp 2026 meeting?

The record date for the Alcoa Corp 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Alcoa Corp's 2026 meeting?

The board is presenting 11 director nominees at the Alcoa Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Alcoa Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Alcoa Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.