UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 22, 2025 (May 15, 2025)

Constellium SE
(Exact name of registrant as specified in its charter)


France
001-35931
98-0667516
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

300 East Lombard Street
Suite 1710
Baltimore, MD 21202
United States
(Address of principal executive office (US))

(443) 420-7861
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary Shares
CSTM
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in [sic] Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07
Submissions of Matters to a Vote of Security Holders

Constellium SE (the “Company”) held its Annual General Meeting of Shareholders on May 15, 2025. All proposals passed, including the appointment of Bradley Soultz and the re-appointment of Emmanuel Blot, Martha Brooks, and Lori Walker to the Company’s Board of Directors for a period of three years following the Annual General Meeting.  The proposals are described in detail in the Company’s proxy statement that it voluntarily filed on Form 8-K dated April 15, 2025.

The voting results are as follows:

1.
Appointment of Mr. Bradley Soultz as a director for a term of three years
 
 
Voted For
Voted Against
Abstained
 Percentage
  111,140,165 16,987 39,235 99.98 %

2.
Re-appointment of Mr. Emmanuel Blot as a director for a term of three years
 
 
Voted For
Voted Against
Abstained
 Percentage
  108,689,548 2,468,638 38,201 97.78%

3.
Re-appointment of Ms. Martha Brooks as a director for a term of three years
 
 
Voted For
Voted Against
Abstained
 Percentage
  109,047,208 2,111,227 37,952  98.10%

4.
Re-appointment of Ms. Lori Walker as a director for a term of three years
    
 
Voted For
Voted Against
Abstained
 Percentage
  93,422,720 5,001,274 12,772,393 94.92%

5.
Approval of the statutory financial statements and transactions for the fiscal year ended December 31, 2024
 
 
Voted For
Voted Against
Abstained
 Percentage
 
110,847,405
3,773
345,209
 100%

6.
Approval of the consolidated financial statements and transactions for the fiscal year ended December 31, 2024
 
 
Voted For
Voted Against
Abstained
 Percentage
 
110,846,648
3,530
346,209
 100%

7.
Discharge (quitus) of the directors, the Chief Executive Officer, and the Statutory Auditors of the Company in respect of the performance of their duties for the fiscal year ended December 31, 2024
 
 
Voted For
Voted Against
Abstained
 Percentage
 
98,077,138
198,034
12,921,215
 99.80%

8.
Allocation of the results of the Company for the fiscal year ended December 31, 2024
    
 
Voted For
Voted Against
Abstained
 Percentage
 
111,139,427
13,418
43,542
  99.99%

9.
Re-appointment of PricewaterhouseCoopers Audit and appointment of RSM France as the Statutory Auditors
    
 
Voted For
Voted Against
Abstained
 Percentage
 
110,795,999
365,990
34,398
 99.67%

10.
Appointment of PricewaterhouseCoopers Audit as a Statutory Auditor in charge of certifying the consolidated sustainability information
    
 
Voted For
Voted Against
Abstained
 Percentage
 
110,183,817
384,502
628,068
  99.65%

11.
Authorization to be given to the Board of Directors for the repurchase by the Company of its own shares in accordance with article L. 225-209-2 of the French Commercial Code
    
 
Voted For
Voted Against
Abstained
 Percentage
 
111,106,958
10,154
79,275
  99.99%

12.
Authorization to be given to the Board of Directors to reduce the Company's share capital by cancelling shares acquired pursuant to the authorization for the Company to repurchase its own shares in accordance with the provisions of article L. 225-209-2 of the French Commercial Code
 
 
Voted For
Voted Against
Abstained
 Percentage
 
111,162,634
20,611
13,142
 99.98%

13.
Authorization to be given to the Board of Directors to reduce the Company's share capital by cancelling the shares acquired by the Company pursuant to the provisions of article L. 225-208 of the French Commercial Code
 
 
Voted For
Voted Against
Abstained
 Percentage
 
111,162,624
15,206
18,557
  99.99%

14.
 Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, with preferential subscription rights, up to 1,468,198.84 euros (representing 50% of the share capital), for a 26 month-period
 
 
Voted For
Voted Against
Abstained
 Percentage
 
110,573,580
604,455
18,352
 99.46%

15.
Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, without preferential subscription rights, by way of a public offering other than within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, up to 880,919 euros (representing 30% of the share capital), for a 26 month-period
 
 
Voted For
Voted Against
Abstained
 Percentage
 
76,607,646
34,571,097
17,644
  68.90%

16.
Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, without preferential subscription rights, by way of an offering within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, up to 587,279.54 euros (representing 20% of the share capital), for a 26 month-period
    
 
Voted For
Voted Against
Abstained
 Percentage
 
81,409,729
29,769,399
17,259
  73.22%

17.
Delegation of competence to the Board of Directors to increase the number of shares issued in case of a capital increase, without preferential subscription rights, by way of a public offering other than within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, in accordance with article L. 225-135-1 of the French Commercial Code, by up to 15%, for a 26 month-period
 
 
Voted For
Voted Against
Abstained
 Percentage
 
76,594,879
34,563,432
38,076
  68.91%

18.
Delegation of competence to the Board of Directors to increase the number of shares issued in case of a capital increase, without preferential subscription rights, by way of an offering within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, in accordance with article L. 225-135-1 of the French Commercial Code, by up to 15%, for a 26 month-period
 
 
Voted For
Voted Against
Abstained
 Percentage
  80,930,500 30,227,811 38,076 72.81%

19.
Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of new shares of the Company to participants to an employee savings plan without preferential subscription rights, up to 29,363.98 euros (representing 1% of the share capital), for a 26 month-period
 
 
Voted For
Voted Against
Abstained
 Percentage
  110,907,392 276,753 12,242 99.75%

20.
Amendment of article 13 of the articles of association
    
 
Voted For
Voted Against
Abstained
 Percentage
  111,121,310 11,769 63,308  99.99%

21.
Amendment of article 20 of the articles of association
    
 
Voted For
Voted Against
Abstained
 Percentage
  111,122,311 10,348 63,728 99.99%

22.
Powers to carry out formalities
 
 
Voted For
Voted Against
Abstained
 Percentage
  111,148,515 5,826 42,046  99.99%

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
CONSTELLIUM SE
 
(Registrant)
     
May 22, 2025
By:
/s/ Jack Guo
 
Name:
Jack Guo
 
Title:
Chief Financial Officer