Constellium (CSTM) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for May 21, 2026, with proxy materials distributed from April 10, 2026.

• Strong 2025 financial results: $8.4 billion revenue, $719 million EPA Segment Adjusted EBITDA, $178 million free cash flow, and $115 million returned to shareholders via share repurchases.

• Leadership transition: Ingrid Joerg appointed CEO effective January 1, 2026, following a structured succession process.

• Transition from foreign private issuer to domestic filer status as of January 1, 2026, with compliance to NYSE and SEC rules.

Voting matters and shareholder proposals

• Sixteen resolutions proposed, including director appointments, executive compensation (Say-on-Pay), approval of financial statements, discharge of directors, allocation of results, director fee limits, share repurchase authorizations, and capital reduction.

• Board recommends voting FOR most proposals, including annual Say-on-Pay and share repurchase/cancellation authorizations.

• Shareholders can submit additional proposals if holding at least 2.88% of share capital, following French law procedures.

Board of directors and corporate governance

• Board consists of 11 members: 1 executive, 8 non-executive, and 2 employee directors; 73% are independent.

• Board committees: Audit, Human Resources, Nominating and Governance, Safety and Sustainability—all comprised solely of independent directors.

• Board Charter revised for domestic filer status; robust succession planning and annual board/committee evaluations in place.

• Share ownership guidelines for directors and executives to align interests with shareholders.