KALU 10-K Annual Report Dec. 31, 2023

KAISER ALUMINUM CORP

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PROXIES

DEF 14A	Filed on April 26, 2024
DEF 14A	Filed on April 28, 2023
DEF 14A	Filed on April 29, 2022
DEF 14A	Filed on April 30, 2021
DEF 14A	Filed on April 29, 2020
DEF 14A	Filed on April 30, 2019
DEF 14A	Filed on April 26, 2018
DEF 14A	Filed on April 28, 2017
DEF 14A	Filed on April 20, 2016
DEF 14A	Filed on April 28, 2015
DEF 14A	Filed on April 25, 2014
DEF 14A	Filed on April 29, 2013
DEF 14A	Filed on April 27, 2012
DEF 14A	Filed on April 28, 2011
DEF 14A	Filed on April 30, 2010

TABLE OF CONTENTS

Part I Item 1. Business Part Ii, Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 1C. Cybersecurity Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

2.1 Purchase Agreement, dated as of November 30, 2020, by and between Alcoa Corporation and Kaiser Aluminum Corporation 8-K 001-09447 2.1 November 30, 2020 3.1 Amended and Restated Certificate of Incorporation of the Company 8-A 000-52105 3.1 July 6, 2006 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated July 2, 2008 10-Q 000-52105 3.2 August 7, 2008 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated June 2, 2015 8-K 000-52105 3.1 June 8, 2015 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 26, 2016 8-K 001-09447 3.1 May 26, 2016 3.5 Certificate of Designation of Series A Junior Participating Preferred Stock of Kaiser Aluminum Corporation, as filed with the Secretary of State of the State of Delaware on April 7, 2016 8-K 000-52105 3.1 April 8, 2016 3.6 Amended and Restated Bylaws of the Company 8-K 001-09447 3.1 June 22, 2020 4.1 Indenture dated as of November 26, 2019, by and among Kaiser Aluminum Corporation, each of the guarantors 8-K 001-09447 4.1 November 26, 2019 named therein and Wells Fargo Bank, National Association, as Trustee 4.2 Form of 4.625% Senior Notes due 2028 (included in Exhibit 4.1) 8-K 001-09447 4.2 November 26, 2019 4.3 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 10-K 001-09447 4.3 February 25, 2020 4.4 Indenture, dated May 20, 2021, among Kaiser Aluminum Corporation, each of the guarantors named therein and Wells Fargo Bank, National Association, as Trustee 8-K 001-09447 4.1 May 20, 2021 4.5 Form of 4.50% Senior Note due 2031 (included in Exhibit 4.1) 8-K 001-09447 4.2 May 20, 2021 10.1 Credit Agreement, dated as of October 30, 2019, among Kaiser Aluminum Corporation, Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC and Kaiser Aluminum Washington, LLC, the lenders that are parties thereto, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book runners, and Bank of America, N.A. as Syndication Agent 8-K 001-09447 10.1 November 4, 2019 10.2 Omnibus Amendment No. 1 to Credit Agreement and Loan Documents, dated as of March 31, 2021, by and among the Company and certain affiliates of the Company, as borrowers, Wells Fargo Bank, National Association, as agent for the lenders, and the lenders party thereto. 10-K 001-09447 10.2 February 24, 2023 10.3 Amendment No. 2 to Credit Agreement and Loan Documents, dated as of December 3, 2021, by and among the Company and certain affiliates of the Company, as borrowers, Wells Fargo Bank, National Association, as agent for the lenders, and the lenders party thereto. 10-K 001-09447 10.3 February 24, 2023 10.4 Amendment No. 3 to Credit Agreement and Loan Documents, dated as of April 7, 2022, by and among the Company and certain affiliates of the Company, as borrowers, Wells Fargo Bank, National Association, as agent for the lenders, and the lenders party thereto. 8-K 001-09447 10.1 April 12, 2022 10.5 Description of Compensation of Directors 10-Q 001-09447 10.2 July 28, 2022 *10.6 Offer Letter dated June 22, 2020, between the Company and Keith A. Harvey 8-K 001-09447 10.1 June 22, 2020 *10.7 Amended and Restated Severance Agreement dated July 31, 2020 between the Company and Keith A. Harvey 8-K 001-09447 10.1 July 31, 2020 *10.8 Form of Director Indemnification Agreement 8-K 001-09447 10.8 July 6, 2006 *10.9 Form of Officer Indemnification Agreement 8-K 001-09447 10.9 July 6, 2006 *10.10 Form of Director and Officer Indemnification Agreement 8-K 001-09447 10.10 July 6, 2006 *10.11 Kaiser Aluminum Fabricated Products Restoration Plan 8-K 001-09447 10.14 July 6, 2006 *10.12 Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan 8-K 000-52105 10.4 December 31, 2008 10.13 Form of Non-Employee Director Restricted Stock Award Agreement 10-Q 001-09447 10.2 July 27, 2016 *10.14 Form of Executive Officer Restricted Stock Units Award Agreement 8-K 001-09447 10.2 March 10, 2020 *10.15 Amended and Restated Severance Agreement dated March 5, 2021 between the Company and John M. Donnan 8-K 001-09447 10.1 March 11, 2021 *10.16 2021-2023 Long-Term Incentive Plan For Key Managers Summary 8-K 001-09447 10.3 March 11, 2021 *10.17 2022-2024 Long-Term Incentive Plan For Key Managers Summary 8-K 001-09447 10.2 March 10, 2022 *10.18 2023 Short-term Incentive Plan for Key Managers 10-Q 001-09447 10.1 April 28, 2023 *10.19 2023-2025 Long-Term Incentive Plan or Key Managers Summary 10-Q 001-09447 10.2 April 28, 2023 *10.20 2023 Form of Performance Share Award Agreement 10-Q 001-09447 10.3 April 28, 2023 10.21 Ground Lease Agreement dated as of March 31, 2021 by and between Kaiser Aluminum Warrick, LLC and Warrick Real Estate LLC, solely as to Sections 2.2, 17 and 33.2, Alcoa Power Generating Inc. and Warrick Newco LLC 8-K 001-09447 10.1 April 1, 2021 *10.22 Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan 8-K 001-09447 10.1 June 3, 2021 *10.23 Amended and Restated Director Designation Agreement dated September 3, 2021 8-K 001-09447 10.1 September 7, 2021 *19.1 Kaiser Aluminum Corporation Securities Trading Policy 21.1 Significant Subsidiaries of Kaiser Aluminum Corporation 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Keith A. Harvey pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Neal E. West pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Keith A. Harvey pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Neal E. West pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *97.1 Kaiser Aluminum Corporation Compensation Clawback Policy Effective October 2, 2023

KALU 10-K Fiscal year ended Dec. 31, 2023

Exhibits