Alcoa Corp — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

ALCOA CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (412) 315-2900

Not applicable

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2026, Alcoa Corporation (“Alcoa” or the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, Alcoa’s stockholders approved the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated) (the “Amended Plan”).

The Amended Plan is a long-term incentive plan pursuant to which awards may be granted to non-employee directors and employees of Alcoa and its subsidiaries, including stock options, stock appreciation rights (“SARs”), restricted shares, restricted share units, performance awards, other awards, and cash incentive awards. The Amended Plan was amended principally to increase the number of shares authorized for issuance under the current plan from 30,000,000 to 38,000,000, subject to the adjustment and certain other provisions of the Amended Plan. Additional principal changes to the Amended Plan include (i) the addition of a cash incentive award section; (ii) providing for minimum vesting or minimum performance period requirements of one year for all awards (subject to limited exceptions); (iii) the elimination of outdated provisions, such as relating to Section 162(m) of the Internal Revenue Code of 1986, as amended; (iv) certain clarifying changes and revisions, as well as other updated administrative provisions and definitions; and (v) the extension of the plan term to May 6, 2036.

The Amended Plan also generally provides that awards to a non-employee director made under the Amended Plan will not exceed an aggregate value of $750,000 based on grant date fair values (determined in accordance with U.S. generally accepted accounting principles) in any one fiscal year period, subject to adjustment as provided in the Amended Plan. The Amended Plan limits the number of shares of common stock that may be subject to incentive stock options to 38,000,000. The Amended Plan has a fungible plan design that provides for share counting on a one-for-one basis with respect to stock option and SAR awards and, following the Annual Meeting, a 1.69 shares for every one share issued pursuant to share-based awards (other than stock options and SARs).

The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 6, 2026, Alcoa held the Annual Meeting. Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting.

Item 1. The 11 director nominees nominated by the Alcoa Board of Directors (the “Board”) for election to the Board were elected, each for a one-year term, based upon the following votes:

Item 2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026 was approved based upon the following votes:

Item 3. The proposal to approve, on an advisory basis, the Company’s 2025 named executive officer compensation was approved based upon the following votes:

Item 4. The proposal to approve the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated) was approved based upon the following votes:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.