Alcoa Corporation (NASDAQ:AA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Appointment of Officer

As previously announced, on November3, 2016 Robert S. Collins
advised Alcoa Corporation (the Company or Alcoa) that he will
resign as Executive Vice President and Controller of the Company,
effective December9, 2016. On December1, 2016, the Companys Board
of Directors (the Board) appointed Molly S. Beerman as Vice
President and Controller of the Company, effective December9,
2016. From such date, Ms.Beerman will serve as the principal
accounting officer of the Company, succeeding Robert S. Collins
upon his resignation.

Ms.Beerman, 53, has served as the Director, Global Shared
Services Strategy and Solutions for Alcoa, with responsibility
for the strategy, planning and implementation of transformation
activities for Alcoas shared services organization, beginning
November1, 2016. From January through October of 2016, prior to
the Companys separation from its parent company, Alcoa Inc.,
Ms.Beerman was a consultant to the Alcoa Inc. finance department
and provided services in support of the separation transaction.
Ms.Beerman received approximately $300,000 in compensation in
connection with her services as a consultant to Alcoa Inc. From
2012 to 2015 she served as Vice President, Finance and
Administration for a non-profit organization focused on community
issues. Ms.Beerman first joined Alcoa Inc. in 2001, and was the
director of Alcoa Inc.s global procurement center of excellence
from 2008 to 2012.

The Company will enter into an indemnity agreement with
Ms.Beerman in the form entered into with directors and officers
of the Company (filed as Exhibit 10.4 to the Companys
Registration Statement on Form 10 (File No.1-37816)).

On December6, 2016, Alcoa issued a press release announcing
Ms.Beermans appointment as Vice President and Controller. The
information contained in the press release, attached as Exhibit
99.1 hereto, is incorporated by reference herein.

Amendment to Change in Control Severance Plan

On November30, 2016, the Compensation and Benefits Committee of
the Board (the Committee) amended the Alcoa Corporation Change in
Control Severance Plan (the CIC Severance Plan). The principal
amendments with respect to the Companys named executive officers
and other eligible corporate officers are as follows: (a)the
percentage ownership change of the Company that is required to
trigger a change in control has been increased from 20% to 30%;
(b)the period following a change in control during which a
qualifying termination must occur for an officer to receive
severance benefits has been reduced from three years to two
years; (c)for plan participants (other than the Companys Chief
Executive Officer, Chief Financial Officer and General Counsel),
the multiplier used to calculate certain severance benefits has
been reduced from three to two and the post-termination period
for continued benefits following a qualifying termination has
been reduced from three years to two years, such that such
officers are generally eligible to receive (i)cash severance
equal to two times the sum of their annual base salary and target
variable compensation with respect to the year in which the
change in control occurs, (ii)continued life, accident and health
benefits for two years, and (x)a cash lump sum amount
representing the estimated equivalent of two years of Company

contributions to the Company defined contribution plans in which
they participate, or (y)a cash lump sum amount representing the
estimated incremental increase in actuarial benefit that would
have accrued on their behalf during the two years under the
Company defined benefit plans in which they participate, if any;
and (d)a pro-rated annual bonus is payable for the year in which
the termination occurs. If amounts payable to an officer under
the CIC Severance Plan would be subject to an excise tax under
Section4999 of the Internal Revenue Code of 1986, as amended,
such amounts will be reduced if necessary to maximize the
after-tax payment to the officer.

The foregoing summary of the principal amendments to the CIC
Severance Plan does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the full text of
the CIC Severance Plan, which will be filed as an exhibit to the
Companys annual report on Form 10-K.

Adoption of Severance Agreements

On November30, 2016, the Committee adopted severance agreements
to be entered into by and between the Company and (i)its Chief
Executive Officer and Chief Financial Officer (the CEO/CFO
Severance Agreement), and (ii)other officers of the Company (the
Corporate Officer Severance Agreement), for the purpose of
providing severance benefits to the covered officers upon a
qualifying termination of employment that occurs other than in
connection with a change in control of the Company.

Under the CEO/CFO Severance Agreement, the officer will receive a
payment of $50,000 upon a voluntary resignation where the officer
provides three months notice to the Company contingent upon a
release of claims. Upon an involuntary termination, the officer
is generally entitled to receive (i)cash severance equal to two
times the officers annual base salary, (ii)a pro-rated annual
bonus for the year in which the termination occurs, (iii)$50,000
in consideration of execution of a release of claims,
(iv)continued health benefits for two years following
termination, and (v)a cash lump sum amount designed to provide
two years of additional pension or retirement benefits under the
Company defined benefit plans or, as applicable, defined
contribution plans in which the officer participates.

Under the Corporate Officer Severance Agreement, upon an
involuntary termination of the officers employment, the officer
is generally entitled to receive (i)cash severance equal to the
officers annual base salary, (ii)a pro-rated annual bonus for the
year in which the termination occurs, (iii)continued health
benefits for one year following termination, and (iv)either one
year of additional pension service under the Company defined
benefit plans or a lump sum amount equal to the Companys
contribution to the defined contribution plans for one year. No
benefits are provided upon a voluntary resignation under the
Corporate Officer Severance Agreement. Payment of severance
benefits is generally contingent upon the officers execution of a
release of claims.

The foregoing summaries of the CEO/CFO Severance Agreement and
the Corporate Officer Severance Agreement do not purport to be
complete and are subject to, and qualified in their entirety by
reference to, the full text of the relevant agreements, which
will be filed as exhibits to the Companys annual report on Form
10-K.

Item8.01 Other Events.

On December1, 2016, Michael G. Morris, Roy C. Harvey, Carol L.
Roberts, Kathryn S. Fuller, James E. Nevels, and Steven W.
Williams were appointed as the members of the Executive Committee
of the Board, with Mr.Morris serving as chair of the Committee.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

About Alcoa Corporation (NASDAQ:AA)



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