UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2019

Commission File Number: 001-35931

 

 

Constellium SE

(Translation of registrant’s name into English)

 

 

Tupolevlaan 41-61

1119 NW Schiphol-Rijk

The Netherlands

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes  ☐ No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes  ☐ No  ☒

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Constellium SE (the “Company”) posted voting results for matters submitted at its Extraordinary General Meeting of shareholders on November 25, 2019, in connection with the Company’s transfer of its corporate seat from the Netherlands to France. The voting results are posted on the Company’s website and are attached and incorporated herein by reference as Exhibit 99.1.

 

Exhibit Index No.		Description
99.1		Voting results for Constellium SE’s Extraordinary General Meeting.

The information contained in this Form 6-K is incorporated by reference into any offering circular or registration statement (or into any prospectus that forms a part thereof) filed by Constellium SE with the Securities and Exchange Commission.

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)
November 26, 2019				By:		/s/ Peter R. Matt
				Name: Peter R. Matt
				Title: Chief Financial Officer

[Signature Page to Extraordinary General Meeting Voting Results 6-K]

Exhibit 99.1

 

Constellium SE Voting Results General Meeting of 25 November 2019

 

				Total number of shares for which votes were validly cast*		Percentage of the issued capital**				Votes in favor				Votes against				Abstentions ***
Agenda items
Item 2		Transfer of corporate seat from Amsterdam to Paris		97,686,863			71.11	%			91,167,465				6,519,398				1,662,598
Item 3		Amendments to Articles of Association		97,686,007			71.12	%			91,173,830				6,512,177				1,663,454
Item 4		Confirmation of Board composition following Transfer of Corporate Seat		97,689,282			71.11	%			91,443,662				6,245,620				1,660,179
Item 5		Confirmation of annual fixed fees granted to Directors		99,248,103			72.25	%			88,406,912				10,841,191				101,358
Item 6		Appointment of PricewaterhouseCoopers Audit and RSM Paris		99,257,875			72.25	%			98,122,667				1,135,208				91,586
Item 7		Confirmation of Board authorizations to allocate shares under 2013 EIP		99,251,425			72.25	%			73,116,909				26,134,516				98,036

Item 8		Delegation to Board to increase share capital by issuance of shares or securities with preferential subscription rights (up to 50% of the share capital)		99,253,511			72.25	%			87,112,742				12,140,769				95,950
Item 9		Delegation to Board to increase share capital by issuance of shares or securities without preferential subscription rights by way of a public offering (up to 50% of share capital)		99,253,447			72.25	%			62,446,052				36,807,395				96,014
Item 10		Delegation to Board to increase share capital by issuance of shares or securities without preferential subscription rights by way of an offering made to a restricted number of, or qualified, investors (up to 10% of share capital)		99,253,847			72.25	%			87,336,228				11,917,619				95,614
Item 11		Delegation to Board to increase the number of shares issued in case of a capital increase with or without preferential subscription rights (up to 15% of share capital)		99,254,411			72.25	%			63,303,123				35,951,288				95,050

 

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Item 12		Delegation to Board to issue/grant shareholders warrants to subscribe to new shares of the Company in the event of a public tender offer (up to 50% of the share capital)		99,254,060			72.26	%			44,684,062				54,569,998				95,401
Item 13		Delegation to Board to increase share capital by way of issuance of new shares to participants of employee savings plan without preferential subscription rights (up to 1% of share capital)		99,253,861			72.25	%			97,621,393				1,632,468				95,600
Item 14		Powers granted to the Company’s CEO or his representative to carry out legal formalities		99,253,861			72.25	%			98,045,716				1,208,145				95,600

 

*	This number is equal to the total number of validly cast votes; it concerns the total number of votes for and against; the number of abstentions is not included in this number.

**

This concerns the percentage of the issued capital that is entitled to vote. On the Record Date October 28, 2019, 137,351,277 shares were issued in the capital of Constellium SE and with respect to 137,351,277 shares votes can be cast (i.e. the total number of voting rights is 137,351,277). Percentages are rounded down to two decimals.

***	Abstentions and votes that were not cast or not validly cast.

 

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