Alcoa (AA) Proxy filing summary

Executive summary

• The proxy statement outlines the agenda for the 2026 Annual Meeting, including director elections, auditor ratification, executive compensation approval, and an amended stock and incentive compensation plan.

• The company emphasizes its purpose, vision, and strategic priorities focused on operational excellence, continuous improvement, and future investments.

• 2025 saw strong financial performance, including increased revenue, robust cash generation, and key strategic transactions such as the sale of the Ma'aden joint venture and closure of the Kwinana refinery.

• The company highlights its commitment to ESG, safety, and sustainability, with 86% of aluminum smelting powered by renewable energy in 2025.

Voting matters and shareholder proposals

• Stockholders will vote on the election of 11 directors for one-year terms, ratification of PricewaterhouseCoopers LLP as auditor, advisory approval of 2025 executive compensation, and approval of the amended stock and incentive compensation plan.

• Proxy access and advance notice provisions allow shareholders to nominate directors.

• Shareholder proposals for the 2027 meeting must be submitted by November 19, 2026.

Board of directors and corporate governance

• The board consists of 11 members, 10 of whom are independent, with a mix of skills in leadership, industry, finance, risk, and ESG.

• Board refreshment since 2020 includes seven new directors, six of whom are independent.

• The board separates the roles of non-executive chairman and CEO, and maintains annual self-evaluations and a retirement policy at age 75.

• Four standing committees oversee audit, governance, compensation, and sustainability.