Independent
Tenure on this board
20.2 yrs
7 nominees · 3 ballot items.
Election of seven directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory (non-binding) approval of named executive officer compensation.
Elect seven director nominees for one-year terms.
Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
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.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Glencore plc | 17.7% | 17,505,947 | $1.0B |
| 2 | Glencore plc | 12.3% | 12,184,755 | $715M |
| 3 | BlackRock, Inc. | 6.0% | 5,889,226 | $346M |
| 4 | STATE STREET CORP | 4.7% | 4,667,540 | $274M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 4,241,557 | $249M |
| 6 | Sourcerock Group LLC | 2.7% | 2,687,249 | $158M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.6% | 2,586,107 | $152M |
| 8 | FMR LLC | 2.3% | 2,300,252 | $135M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.1% | 2,077,339 | $122M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.0% | 1,987,625 | $117M |
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