Century Aluminum Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven director nominees for one-year terms.

2. 2

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.

   More detail

   The proposal asks shareholders to ratify the appointment of Deloitte & Touche LLP as Century Aluminum’s independent registered public accounting firm for fiscal year 2026. Management is seeking shareholder approval as a standard corporate governance practice to obtain shareholder endorsement of the Audit Committee’s selection and to provide transparency about the auditor’s fees and independence. The Audit Committee pre-approves audit and non-audit services and has concluded that Deloitte’s services, including audit and audit-related work in 2024 and 2025, were appropriate; the filing discloses aggregate fees for those years. The board recommends a vote FOR, citing the committee’s oversight role and the firm’s qualifications. A ratification vote is routine and ministerial but can signal shareholder views; if not ratified the Audit Committee may still retain Deloitte but would review reasons for rejection. No material controversy or auditor independence concern is disclosed in the filing; fees show a modest increase in total fees year over year and include non-audit related services that were pre-approved.

3. 3

   Advisory Vote to Approve the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding advisory vote approving the company’s executive compensation (the ‘‘say-on-pay’’ vote) as disclosed in the proxy. Management seeks shareholder affirmation of its pay practices, which emphasize pay-for-performance with significant at-risk compensation, PSUs tied to relative TSR and AIP metrics linked to financial, operational and safety goals. The Board recommends a vote FOR, noting historical strong support (89% in 2025) and that the Compensation Committee will consider the outcome in future decisions. The advisory vote is not binding but serves as a key governance signal of shareholder support; given the company’s strong relative TSR outcomes and explained linkages between pay and performance, management frames the program as aligned with shareholder interests. The filing describes robust governance processes — independent committee oversight, use of external consultant, clawback policy, and discretion to adjust awards — which management offers as justification. Potential governance considerations include the heavy weighting toward PSUs and discretion via Strategic Objective Modifier, which may complicate pure TSR linkage. Overall, the proposal is routine but important for shareholder feedback on pay alignment and risk.

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When is the Century Aluminum Co 2026 annual meeting?

Century Aluminum Co (CENX) holds its 2026 annual shareholder meeting on Monday, June 15, 2026.

What is the record date for the Century Aluminum Co 2026 meeting?

The record date for the Century Aluminum Co 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Century Aluminum Co's 2026 meeting?

The board is presenting 7 director nominees at the Century Aluminum Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Century Aluminum Co 2026 meeting?

Shareholders will vote on 3 proposals at the Century Aluminum Co 2026 meeting, each tagged with who proposed it and the board's recommendation.