Form 8-K CONSTELLIUM SE For: May 21

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May 21, 2026 3:04 PM EDT
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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 21, 2026
Constellium SE
(Exact name of registrant as specified in its charter)
France
001-35931
98-0667516
(State or other jurisdiction
of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
300 East Lombard Street,
Suite 1710
Baltimore,
MD
21202
(Address of principal executive office (US))
(443)
420-7861
(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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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
Ordinary Shares
CSTM
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in [sic] 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 5.07
Submissions of Matters to a Vote of Security Holders
Constellium SE (the “Company”) held its Annual General Meeting of Shareholders on May 21, 2026. The proposals
for the appointment of Ingrid Joerg and the re-appointment of John Ormerod to the Company’s Board of Directors
for a period of three years following the Annual General Meeting, passed.
The Company’s shareholders approved, on an advisory basis, “one year” as the frequency for holding an advisory
(non-binding) vote on the compensation of the Company’s named executive officers. In light of such vote, the
Company has determined to hold the advisory (non-binding) vote on the compensation of the Company’s named
executive officers every year. The results for the remainder of the proposals are as set forth below.
* For the purposes of French law, broker non-votes are treated as abstentions. Therefore, in terms of the voting
results, broker non-votes, like other abstentions, were not counted as a vote cast on the applicable proposal.
The voting results are as follows:
1.
Ratification of the interim appointment of Ms. Ingrid Joerg as a director
Voted For
Voted Against
Abstained
Broker Non-Votes*
97,942,587
320,964
80,305
10,462,884
2.
Appointment of Ms. Ingrid Joerg as a director for a term of three years
Voted For
Voted Against
Abstained
Broker Non-Votes*
97,919,555
343,694
80,607
10,462,884
3.
Re-appointment of Mr. John Ormerod as a director for a term of three years
Voted For
Voted Against
Abstained
Broker Non-Votes*
82,318,163
15,907,876
117,817
10,462,884
4.
Approval, on an advisory (non-binding) basis, of the 2025 compensation of the Company’s named executive
officers
Voted For
Voted Against
Abstained
Broker Non-Votes*
79,852,601
5,788,962
12,702,293
10,462,884
5.
Advisory (non-binding) vote to hold an advisory (non-binding) vote on the compensation of the Company’s
named executive officers every year
Voted For
Voted Against
Abstained
Broker Non-Votes*
98,273,291
31,220
39,345
10,462,884
6.
Advisory (non-binding) vote to hold an advisory (non-binding) vote on the compensation of the Company’s
named executive officers every two years
Voted For
Voted Against
Abstained
Broker Non-Votes*
2,204,018
95,895,777
244,061
10,462,884
7.
Advisory (non-binding) vote to hold an advisory (non-binding) vote on the compensation of the Company’s
named executive officers every three years
Voted For
Voted Against
Abstained
Broker Non-Votes*
2,195,685
95,903,685
244,486
10,462,884
8.
Approval of the statutory financial statements and transactions for the fiscal year ended December 31, 2025
Voted For
Voted Against
Abstained
107,959,981
8,556
838,203
9
Approval of the consolidated financial statements and transactions for the fiscal year ended December 31,
2025
Voted For
Voted Against
Abstained
107,958,765
8,373
839,602
10.
Discharge (quitus) of the directors, the Chief Executive Officer, and the Statutory Auditors of the Company in
respect of the performance of their duties for the fiscal year ended December 31, 2025
Voted For
Voted Against
Abstained
Broker Non-Votes*
84,508,508
13,015,971
819,377
10,462,884
11.
Allocation of the results of the Company for the fiscal year ended December 31, 2025
Voted For
Voted Against
Abstained
108,658,184
9,365
139,191
12.
Approval of the aggregate maximum amount of the directors’ annual fixed fees
Voted For
Voted Against
Abstained
Broker Non-Votes*
98,208,852
41,092
93,912
10,462,884
13.
Authorization to be given to the Board of Directors for the repurchase by the Company of its own shares in
accordance with article L. 225-209-2 of the French Commercial Code
Voted For
Voted Against
Abstained
108,617,538
23,922
165,280
14.
Authorization to be given to the Board of Directors to reduce the Company’s share capital by canceling shares
acquired pursuant to the authorization for the Company to repurchase its own shares in accordance with the
provisions of article L. 225-209-2 of the French Commercial Code
Voted For
Voted Against
Abstained
108,728,505
20,320
57,915
15.
Authorization to be given to the Board of Directors to reduce the Company’s share capital by canceling the
shares acquired by the Company pursuant to the provisions of article L. 225-208 of the French Commercial
Code
Voted For
Voted Against
Abstained
108,724,554
24,190
57,996
16
Powers to carry out formalities
Voted For
Voted Against
Abstained
Broker Non-Votes*
98,227,432
8,580
107,844
10,462,884
Item 9.01
Financial Statements and Exhibits
 (d)  Exhibits
The following exhibits are furnished with this report on Form 8-K:
 
Exhibit No.
  
 Description
104
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURE
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, thereunto duly authorized.
 
CONSTELLIUM SE
 
(Registrant)
 
 
 
May 21, 2026
By:
/s/ Jack Guo
 
Name:
Jack Guo
 
Title:
Executive Vice President &
Chief Financial Officer

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