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EX-99.1 - 2014 LTI PLAN - Noranda Aluminum Holding CORPexhibit991-2014ltiplan.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 9, 2014
NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)



Delaware
001-34741
20-8908550
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
801 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (615) 771-5700

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















Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On May 9, 2014, at the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of Noranda Aluminum Holding Corporation (the “Company”), the Company’s stockholders approved the Noranda Aluminum Holding Corporation 2014 Long-Term Incentive Plan (the “2014 LTI Plan”). A summary of the 2014 LTI Plan is included on pages 32 - 36 of the Company’s proxy statement for the Annual Meeting and is incorporated herein by reference. Such summary is qualified in its entirety by reference to the full text of the 2014 LTI Plan, which is incorporated into this Current Report on Form 8-K by reference and filed as Exhibit 99.1 hereto.
As a result of stockholder approval of the 2014 LTI Plan, no further grants will be made under the Third Amended and Restated Noranda Aluminum Holding Corporation 2007 Long-Term Incentive Plan and the Noranda Aluminum Holding Corporation 2010 Incentive Award Plan.

Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 9, 2014. The final results of the vote on the election of directors and on the proposals submitted to a stockholder vote, each of which were submitted by the Board of Directors, are set forth below.

1.         The nominees listed below were elected by the stockholders to serve as directors of the Company until the 2017 annual meeting of stockholders and until their successors are duly elected and qualified. The vote with respect to the nominees is set forth opposite their respective names.
Name
 
For
 
Authority Withheld
 
Broker Non-Vote
William H. Brooks
 
41,244,825
 
11,621,797
 
11,060,979
Matthew R. Michelini
 
41,179,297
 
11,686,733
 
11,061,571
Thomas R. Miklich
 
47,636,527
 
5,229,597
 
11,061,477
Ronald S. Rolfe
 
51,744,029
 
1,122,001
 
11,061,571

2.    The stockholders approved the Company’s 2014 Long-Term Incentive Plan. The voting results were as follows:
For
Against
Abstained
Broker Non-Vote
40,529,483
9,694,451
2,648,641
11,055,026

3.    The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the advisory vote were as follows:
For
Against
Abstained
Broker Non-Vote
50,340,207
2,285,299
247,070
11,055,025

4.         The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014. The voting results were as follows:
For
Against
Abstained
Broker Non-Vote
63,562,928
354,962
9,714









Item 9.01.    Financial Statements and Exhibits

Exhibit Number:
Description:
99.1
Noranda Aluminum Holding Corporation 2014 Long-Term Incentive Plan.
    


SIGNATURES

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 hereunto duly authorized.

 
NORANDA ALUMINUM HOLDING CORPORATION
 
 
Date:
May 14, 2014
 
 
By:
/s/ Gail E. Lehman
 
Gail E. Lehman
 
Chief Administrative Officer, Vice President of Human Resources, General Counsel and Corporate Secretary






























EXHIBIT INDEX

Exhibit Number:
Description:
99.1
Noranda Aluminum Holding Corporation 2014 Long-Term Incentive Plan.