Form 8-K

 

 

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 13, 2008 (May 8, 2008)

ALCOA INC.

(Exact name of Registrant as specified in its charter)

 

Pennsylvania   1-3610   25-0317820
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

390 Park Avenue, New York, New York   10022-4608
(Address of Principal Executive Offices)   (Zip Code)

 

  

Office of Investor Relations

Office of the Secretary

  

212-836-2674

212-836-2732

(Registrant’s telephone number, including area code)

  

 

(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))

 

 

 


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

(b); (c)      On May 8, 2008, the Board of Directors of Alcoa Inc. (“Alcoa”) elected Klaus Kleinfeld, 50, President and Chief Executive Officer of Alcoa, effective May 8, 2008. He succeeds Alain J. P. Belda, 64, as Chief Executive Officer. Mr. Belda will continue as Chairman of the Board. Mr. Kleinfeld was named President and Chief Operating Officer of Alcoa effective October 1, 2007, and has been a director of Alcoa since 2003. Before joining Alcoa, Mr. Kleinfeld was President and Chief Executive Officer of Siemens AG, a global electronics and industrial conglomerate, from January 2005 to June 2007. He served as Deputy Chairman of the Managing Board and Executive Vice President of Siemens AG from 2004 to January 2005, and was President and Chief Executive Officer of Siemens Corporation, the U.S. arm of Siemens AG, from 2002 to 2004. A copy of Alcoa’s press release announcing Mr. Kleinfeld’s election is attached hereto as Exhibit 99 and incorporated herein by reference.

Additionally, on May 8, 2008, the Board of Directors elected Lawrence R. Purtell Executive Vice President and Chairman’s Counsel of Alcoa. He had been Executive Vice President and General Counsel since November 1997 and Chief Compliance Officer since April 2002. He plans to retire from Alcoa effective July 31, 2008.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as an exhibit to this report:

 

99    Alcoa press release dated May 8, 2008.

 

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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.

 

ALCOA INC.
By:   /s/ Lawrence R. Purtell
  Name:   Lawrence R. Purtell
  Title:   Executive Vice President and Chairman’s Counsel

Date: May 13, 2008

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

99    Alcoa press release dated May 8, 2008.

 

4

Alcoa press release dated May 8, 2008.

Exhibit 99

5/8/2008

Alcoa Board Elects Klaus Kleinfeld President and CEO

PITTSBURGH—(BUSINESS WIRE)—Alcoa’s Board of Directors has elected Klaus Kleinfeld, 50, President and Chief Executive Officer of the Company. He succeeds Alain Belda, 64, as CEO. Mr. Belda will continue as Chairman of the Board.

Commenting on the announcement, Belda said, “In the short amount of time Klaus Kleinfeld has been an Alcoan, he has made a significant difference for the company. Our election of him to the position of CEO reflects our confidence in him as a truly global leader, capable of continuing to capture the growth opportunities ahead. Klaus has extraordinary energy, a keen understanding of global issues, is committed to continuing the strong operating performance of Alcoa, and embraces our Values. We are fortunate to have his leadership.”

Mr. Kleinfeld was named President and Chief Operating Officer of Alcoa in August 2007. He has served as a director of Alcoa since 2003. The change is effective immediately.

Prior to joining Alcoa, Kleinfeld served most recently as President and Chief Executive Officer of Siemens AG, a global electronics and industrial conglomerate. In just two years as President and President and Chief Executive Officer of Siemens AG, Mr. Kleinfeld presided over a dramatic transformation of the global electronics and industrial conglomerate. He reshaped the company’s portfolio around three high growth areas, revenues increased by more than $16 billion in 2006 alone, operating groups met ambitious profitability targets, and the company’s market capitalization almost doubled.

Prior to his service on the Managing Board of Siemens AG, Mr. Kleinfeld was President and Chief Executive Officer of Siemens Corporation, the U.S. division of the company. During his tenure, the United States grew in both size and profitability, becoming the company’s largest region. During his 20-year Siemens career, Mr. Kleinfeld also successfully led one of Siemens global medical diagnostic businesses and developed the renowned Siemens Management Consulting organization. He was also critical to the creation of top+, the company’s operating system.

Mr. Kleinfeld earned a Master’s degree in Business Administration/Economics from the University of Goettingen (Germany) in 1982. He received his Ph.D. in Strategic Management from the University of Wuerzburg (Germany.)

Mr. Kleinfeld is a Member of the Board of Bayer AG. He also is a director of a number of international and industry groups.

A marathon runner who also enjoys skiing, tennis and the arts, Mr. Kleinfeld will reside with his wife and family in the New York area.

Alcoa (NYSE:AA) is the world leader in the production and management of primary aluminum, fabricated aluminum and alumina combined, through its active and growing participation in all major aspects of the industry. Alcoa serves the aerospace, automotive, packaging, building and construction, commercial transportation and industrial markets, bringing design, engineering, production and other capabilities of Alcoa’s businesses to customers. In addition to aluminum products and components including flat-rolled products, hard alloy extrusions, and forgings, Alcoa also markets Alcoa® wheels, fastening systems, precision and investment castings, and building systems. The Company has 97,000 employees in 34 countries and has been named one of the top most sustainable corporations in the world at the World Economic Forum in Davos, Switzerland. More information can be found at www.alcoa.com