🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Constellium SE. Think of it as the official invitation and instruction manual for the company's 2026 Annual General Meeting of Shareholders.

Its main jobs are to:

Inform you about what will be voted on.
Explain who is on the Board of Directors and how they are compensated.
Solicit your vote (your "proxy") so your shares are counted, whether you attend in person or not.

👉 Why it matters: As a shareholder, this document tells you how your voice will be heard on key company decisions, from electing directors to approving pay packages.

🏢 What The Company Does

In simple terms, Constellium SE is a global company that produces advanced aluminum products. They transform raw aluminum into high-performance materials used in critical industries like:

Automotive: Lightweight parts for cars and trucks.
Aerospace: Sheets and components for airplanes.
Packaging: Cans for beverages.

They operate in a capital-intensive industry focused on innovation, recycling, and sustainability to meet the demands of manufacturers worldwide.

📅 The Big Event: 2026 Annual General Meeting

When: May 21, 2026, at 4:00 pm CET (10:00 am EDT).
Where: At the company's registered office in Paris, France (Washington Plaza, 40-44 rue Washington, 75008 Paris).
Your Voting Power: You get one vote per share you own.
Record Dates:
- U.S. Record Date (April 1, 2026): If your shares are on the U.S. Register, you get the proxy materials.
- French Record Date (May 13, 2026): This is the key date. You must be a shareholder on this date for your vote to count at the meeting.

🗳️ What You're Voting On: 16 Resolutions

Shareholders will vote on a mix of Ordinary (majority vote needed) and Extraordinary (two-thirds vote needed) resolutions. Here’s a simplified breakdown:

ORDINARY RESOLUTIONS (1-13) - Board Recommends FOR Unless Noted

Appoint Ingrid Joerg as a director: Ratifying her interim appointment and electing her for a 3-year term.
Re-appoint John Ormerod as a director for another 3-year term.
Approve 2025 executive compensation (advisory vote).
Set the frequency for future "say-on-pay" votes: The Board recommends voting FOR an annual vote. They recommend AGAINST voting every two or three years (Resolutions 6 & 7).
Approve 2025 financial statements (both statutory and consolidated).
Discharge the directors and officers for their 2025 duties (a standard legal release).
Approve the use of 2025 profits.
Set the maximum annual fees for directors.
Authorize share buybacks (a standard tool for financial management).

EXTRAORDINARY RESOLUTIONS (14-16) - Board Recommends FOR 10. Authorize cancelling shares bought back under the buyback program. 11. Authorize cancelling other acquired shares. 12. Grant powers to complete the formalities.

👥 The Board of Directors: Who's In Charge

The board supervises management and sets strategy. Here's the current snapshot:

Chair: Jean-Christophe Deslarzes (Independent)
New CEO & Executive Director: Ingrid Joerg (Appointed Jan 1, 2026)
Key Change: Michiel Brandjes is retiring and not seeking re-election.
Composition (as of March 30, 2026): 11 directors total.
- Independence: 8 are independent (73%).
- Gender: 5 women (45%), 6 men (55%).
- Tenure: 8 have served less than 5 years (73%).
Employee Directors: Two employees (Jean-Francois Verdier, Wiebke Weiler) represent the workforce on the board, as required by French law.

⚙️ Corporate Governance: How the Company is Run

Constellium highlights strong governance practices:

Separate Chair & CEO: Jean-Christophe Deslarzes (Chair) and Ingrid Joerg (CEO) are different people.
Committees: The Board has four key committees, all made up of independent directors:
- Audit Committee (Chair: Lori Walker)
- Human Resources Committee (Chair: Martha Brooks)
- Nominating and Governance Committee (Chair: John Ormerod)
- Safety and Sustainability Committee (Chair: Michiel Brandjes, to be replaced)
Risk Oversight: The Board oversees risk, with the Audit Committee playing a key role.
Policies: They have a Code of Conduct, Whistleblower Policy, Insider Trading Policy, and a Clawback Policy to recover incentive pay in case of financial restatements.

💰 Director Compensation (2025)

Non-executive directors are paid for their service. Executive and employee directors do not receive these fees. For 2025, the structure was:

Annual Retainer: €80,000 per director.
Additional Fees: For Board Chair (€50,000) and committee roles (e.g., €20,000 for Audit Committee Chair).
Cash in Lieu of Equity Grant: $110,000 for directors, $190,000 for the Chair (directors can't receive equity under French law, so this is cash to buy shares on the open market).
Total 2025 Fees for Chair Jean-Christophe Deslarzes: €130,000 + $190,000.

🔮 What's Next: Key Dates & Actions

April 10, 2026: Proxy materials are made available.
May 13, 2026 (French Record Date): You must be a shareholder on this date for your vote to count.
May 19, 2026: Deadline for U.S. shareholders to register to attend.
May 20, 2026 (11:59 PM EDT): Deadline to submit your proxy vote online, by phone, or by mail.
May 21, 2026: Annual General Meeting in Paris.
After the Meeting: Voting results will be filed on a Form 8-K with the SEC.

🧠 The Analogy

Think of this Proxy Statement like the agenda and board report for a giant co-op meeting. The company is giving you (the co-op member) all the info on who's running things, how they were paid last year, and what big decisions need your vote to move forward. It’s your chance to have a say, even if you can't show up in person.

🧩 Final Takeaway

This document is your toolkit for participating in Constellium's 2026 shareholder meeting. The key items are electing the new CEO to the board and voting on how often you want to comment on executive pay. Your vote, submitted by May 20, shapes the company's future direction.

CONSTELLIUM SE — DEF 14A Filing