Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2021, at the 2021 Annual Meeting of Stockholders of Kaiser Aluminum Corporation (the " Company"), the Company's stockholders approved the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan (the "2021 Plan"). The 2021 Plan authorizes the compensation committee of the Company's board of directors to provide equity-based compensation in the form of stock options, appreciation rights (or SARs), restricted stock, restricted stock units (or RSUs), performance shares, performance units, dividend equivalents and certain other awards denominated or payable in, or otherwise based on, the Company's common stock or factors that may influence the value of the Company's common stock, plus cash incentive awards, for the purpose of providing the Company's officers and other key employees (and those of our subsidiaries), the Company's non-employee directors, and potentially certain non-employees who perform employee-type functions, incentives and rewards for performance.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the 2016 Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2021, the Company held its 2021 Annual Meeting of Stockholders. Below are the matters that were voted upon at the meeting and the final voting results as reported by our inspector of elections.

(1)Election of Directors - The stockholders elected three Class III directors, each for a term expiring at the Company's 2024 Annual Meeting of Stockholders. Each received the affirmative vote of a majority of the votes cast at the 2021 Annual Meeting. The voting results were as follows:





Nominee Name  Votes For    Votes Withheld   Broker Non-Votes
David Foster  14,349,169      697,192           280,380
Leo Gerard    15,030,165       16,196           280,380
Emily Liggett 14,972,537       73,824           280,380

The other directors with terms continuing after the 2021 Annual Meeting of Stockholders are Keith A. Harvey, Jack A. Hockema, Lauralee E. Martin, Alfred E. Osborne, Jr., Teresa M. Sebastian, Donald J. Stebbins, Thomas M. Van Leeuwen and Brett Wilcox.

(2)Advisory Vote on Executive Compensation - The stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers. The voting results were as follows:





   For     Against Abstain Broker Non-Votes
14,218,508 823,513  4,340      280,380

The number of shares voting "for" constituted 94.5% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.

(3)Ratification of the Selection of Independent Registered Public Accounting Firm - The stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for 2021. The voting results were as follows:





   For     Against Abstain
15,072,225 239,595 14,922

The number of shares voting "for" constituted 98.3% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.

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(4)Approval of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan - The stockholders approved the 2021 Plan. The voting results were as follows:





   For     Against Abstain Broker Non-Votes
14,745,482 297,612  3,267      280,380

The number of shares voting "for" constituted 98.0% of the total number of shares represented and entitled to vote at the meeting and actually voted on the proposal.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.



Exhibit
Number    Description
10.1        Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan.
104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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