Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 3, 2019, the Board of Directors of Century Aluminum Company (the "Company") adopted amendments to the Company's Amended and Restated Bylaws (as amended, the "Bylaws") to provide for a "plurality plus" voting standard for the election of directors of the Company. Pursuant to these amendments, directors will continue to be elected by a plurality of votes, which means that the nominees who receive the highest number of votes "for" their election will be elected as directors, provided, however, that in uncontested elections any director nominee who receives a greater number of votes "withheld" than votes "for" must tender his or her resignation to the Board. The Board shall then determine whether to accept or reject such resignation, following a recommendation by the Governance and Nominating Committee of the Board. In addition to the foregoing, the amendments also incorporate additional provisions to: (i) expressly permit virtual shareholders' meetings and (ii) implement additional procedures relating to the conduct of shareholders' meetings. The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number   Description
  3.1              Amended and Restated Bylaws of Century Aluminum Company

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