ALCOA CORPORATION (NYSE:AA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ALCOA CORPORATION (NYSE:AA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02.

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

On May10, 2017, Alcoa Corporation (Alcoa or the Company) held its
2017 Annual Meeting of Stockholders (the Annual Meeting). At the
Annual Meeting, Alcoas stockholders approved the Alcoa
Corporation Annual Cash Incentive Compensation Plan (Amended and
Restated as of May10, 2017) (the Cash Incentive Plan), including
the material terms of the Cash Incentive Plan under Section162(m)
of the Internal Revenue Code of 1986, as amended (Section
162(m)).

The Cash Incentive Plan is designed to provide annual cash
incentive compensation, including performance-based cash
compensation that is fully deductible by Alcoa for federal income
tax purposes under Section162(m), to Alcoas executives and other
key employees. The Cash Incentive Plan was amended principally to
(a)expand Alcoas ability to clawback or recoup previously granted
awards and require participants to acknowledge that they will
cooperate with Alcoa in connection with the recoupment of such
awards, (b)broaden the authority of the Compensation and Benefits
Committee (the Committee) of the Alcoa Board of Directors (the
Board) to impose additional restrictions and adjust awards in
connection with determining award payouts, unless not permitted
by Section162(m), and (c)make certain other definitional,
accounting, conforming and non-substantive changes. It is not
possible to determine the specific amounts that may be awarded or
payable under the Cash Incentive Plan after the Annual Meeting
because the grant and payment of awards are subject to the
discretion of the Committee. The summary of the Cash Incentive
Plan is qualified in its entirety by reference to the full text
of the Cash Incentive Plan, which is attached hereto as Exhibit
99.1 and incorporated herein by reference.

Also at the Annual Meeting, Alcoas stockholders approved the
Alcoa Corporation 2016 Stock Incentive Plan (Amended and Restated
as of May10, 2017) (the Equity Plan), including the material
terms of the Equity Plan under Section162(m).

The Equity Plan is a long-term incentive plan to which awards may
be granted to directors, officers and other employees of Alcoa
and its subsidiaries, including option rights, stock appreciation
rights, restricted stock, restricted stock units, performance
awards, and other awards. The Equity Plan was amended principally
to (a)preserve and extend Alcoas ability to deduct qualified
performance-based compensation granted to certain of its
executive officers, without regard to the limitation imposed by
Section162(m), (b)increase the total number of shares authorized
for issuance from 19,000,000 to 30,000,000, (c)include additional
restrictions on share recycling to prohibit the adding back to
the pool of shares under the Equity Plan those shares used in
payment of the base price of stock appreciation rights (SARs),
(d)include a new minimum one-year vesting schedule for stock
options and SARs, (e)prohibit the paying of dividends on stock
options or SARs, (f)expand Alcoas ability to clawback or recoup
previously granted awards and require participants to acknowledge
that they will cooperate with Alcoa in connection with the
recoupment of such awards, (g)assign a modified ratio for
counting usage of shares upon issuance of full-value awards
(restricted stock and restricted stock units) of 1.63 to one
share for awards granted on and after the Annual Meeting, and
(h)make certain other clarifying, conforming and non-substantive
changes. It is not possible to determine specific amounts and
types of awards that may be granted under the Equity Plan after
the Annual Meeting because the grant and payment of such awards
will be subject to the discretion of the Committee. The summary
of the Equity Plan is qualified in its entirety by reference to
the full text of the Equity Plan, which is attached hereto as
Exhibit 99.2 and incorporated herein by reference.

On May9, 2017, the Board appointed Roy C. Harvey, Alcoas Chief
Executive Officer, to the additional officer role of President of
Alcoa, effective immediately.

Mr.Harvey has served as Alcoas Chief Executive Officer since
November1, 2016. Mr.Harvey served as Executive Vice President of
Alcoa Inc. and President of Alcoa Inc.s Global Primary Products
business from October 2015 to November 2016. From June 2014 to
October 2015, he was Executive Vice President, Human Resources
and Environment, Health, Safety and Sustainability at Alcoa Inc.
Prior to that, Mr.Harvey was Chief Operating Officer for Global
Primary Products at Alcoa Inc. from July 2013 to June 2014, and
was Chief Financial Officer for Global Primary Products from
December 2011 to July 2013. In addition to these roles, Mr.Harvey
served as Director of Investor Relations of Alcoa Inc. from
September 2010 to November 2011 and was Director of Corporate
Treasury from January 2010 to September 2010. In addition,
Mr.Harvey held a variety of operational and financial assignments
across the U.S., Europe, and Latin America after joining Alcoa
Inc. in 2002. There was no modification to Mr.Harveys
compensatory arrangements with Alcoa in connection with this
additional officer appointment.

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Item5.07. Submission of Matters to a Vote of Security
Holders.

The Annual Meeting was held on May10, 2017. Set forth below are
the results for each of the matters submitted to a vote of the
stockholders at the Annual Meeting.

Item1. The 12 director nominees nominated by the Board for
election to the Board were elected, each for a one-year term,
based upon the following votes:

Nominee

For Against Abstentions BrokerNon-Votes

Michael G. Morris

110,229,638 1,006,976 2,918,917 30,104,239

Mary Anne Citrino

109,447,139 1,741,814 2,966,578 30,104,239

Timothy P. Flynn

110,244,252 965,360 2,945,922 30,104,236

Kathryn S. Fuller

110,427,648 792,493 2,935,328 30,104,301

Roy C. Harvey

110,655,310 605,030 2,895,193 30,104,237

James A. Hughes

110,556,278 623,643 2,975,612 30,104,237

James E. Nevels

110,441,785 732,559 2,981,127 30,104,299

James W. Owens

110,476,794 695,004 2,983,674 30,104,298

Carol L. Roberts

110,567,462 659,740 2,928,272 30,104,296

Suzanne Sitherwood

110,555,616 639,481 2,960,436 30,104,237

Steven W. Williams

110,520,932 651,534 2,983,006 30,104,298

Ernesto Zedillo

110,100,639 1,089,331 2,965,561 30,104,239

Item2. The proposal to ratify the appointment of
PricewaterhouseCoopers LLP to serve as Alcoas independent
registered public accounting firm for 2017 was approved based
upon the following votes:

For Against Abstentions BrokerNon-Votes
140,488,149 1,080,603 2,691,018

Item3. The proposal to approve, on an advisory basis, the
compensation of the named executive officers for 2016 was
approved based upon the following votes:

For Against Abstentions BrokerNon-Votes
107,616,466 3,795,644 2,743,357 30,104,303

Item4. The proposal to approve, on an advisory basis, the
frequency of future advisory votes on the compensation of the
named executive officers was approved as every year based upon
the following votes:

EveryYear Every2Years Every3Years Abstentions BrokerNon-Votes
102,296,442 368,765 8,950,344 2,539,974 30,104,245

Alcoa determined that the advisory vote on executive compensation
would be held every year until the next vote on the frequency of
such advisory vote.

Item5. The proposal to approve the Alcoa Corporation
Annual Cash Incentive Compensation Plan (Amended and Restated as
of May10, 2017) was approved based upon the following votes:

For Against Abstentions BrokerNon-Votes
108,607,693 2,273,521 3,274,252 30,104,304

Item6. The proposal to approve the Alcoa Corporation 2016
Stock Incentive Plan (Amended and Restated as of May10, 2017) was
approved based upon the following votes:

For Against Abstentions BrokerNon-Votes
101,464,675 9,401,524 3,289,271 30,104,300

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Item9.01. Financial Statements and Exhibits.
(d) Exhibits.

The following exhibits are filed with this Current Report on Form
8-K.

99.1 The Alcoa Corporation Annual Cash Incentive Compensation Plan
(as Amended and Restated as of May10, 2017).
99.2 The Alcoa Corporation 2016 Stock Incentive Plan (as Amended
and Restated as of May10, 2017).

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About ALCOA CORPORATION (NYSE:AA)

Alcoa Corporation, formerly Alcoa Upstream Corporation, is engaged in the production of bauxite, alumina and aluminum of various cast and rolled products. The Company is engaged in the production and management of aluminum and alumina combined through its participation in various aspects of the industry, such as technology, mining, refining, smelting, and recycling. The Company’s segments include Bauxite, Alumina, Aluminum, Cast Products, Energy and Rolled Products. The Company’s Bauxite segment represents its global portfolio of bauxite mining assets. The Company’s Alumina segment represents its refining system across the world, and processes bauxite into alumina and sells it directly to internal and external smelter customers across the world. The Company’s Aluminum segment represents its smelter system across the world. Its Energy segment represents its portfolio of energy assets, with power production capacity of approximately 1,685 megawatts.

ALCOA CORPORATION (NYSE:AA) Recent Trading Information

ALCOA CORPORATION (NYSE:AA) closed its last trading session up +0.24 at 32.03 with 2,383,965 shares trading hands.

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