---
schema_version: "secwatch.filing_event.v1"
accession: "0000950103-23-017995"
form_type: "8-K"
ticker: null
cik: "0001977303"
company_name: "Arcadium Lithium plc"
filed_at: "2023-12-27T23:59:59+00:00"
generated_at: "2026-06-07T07:08:25.305178+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Arcadium Lithium amends merger agreement to modify director nomination and removal provisions

## Summary
- Third Amendment to Transaction Agreement dated Dec 20, 2023, modifies forms of Memorandum and Articles of Association of Arcadium.
- Removed provisions requiring additional shareholder information for director nominations.
- Amended articles to allow removal of directors by shareholders with or without cause.
- All other terms of the Transaction Agreement remain unchanged.

## SEC filing metadata
- accession: 0000950103-23-017995
- form_type: 8-K
- cik: 0001977303
- company_name: Arcadium Lithium plc
- filed_at: 2023-12-27T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 1.01, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1977303/000095010323017995/0000950103-23-017995-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1977303/000095010323017995/dp204204_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950103-23-017995
- JSON: https://secwatch.observer/filing/0000950103-23-017995.json
- Plain text: https://secwatch.observer/filing/0000950103-23-017995.txt

## Key facts
- Governance Changes
  Arcadium Lithium plc: Amended articles of association to remove provisions requiring additional information from shareholders and to allow director removal with or without cause (effective 2023-12-20).
  - Change: charter amendment
  - Effective: 2023-12-20
  source text: Amendments to Articles of Association On December 20, 2023, in connection with the Transaction Agreement, Arcadium amended and restated its articles of association (the “ Amended Articles ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010323017995/0000950103-23-017995-index.htm
- Material Agreements
  Arcadium Lithium plc amended Amendment with Livent Corporation and Allkem Limited (effective 2023-12-20).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Livent Corporation and Allkem Limited
  - Effective: 2023-12-20
  source text: On December 20, 2023, Livent Corporation, a Delaware corporation (“ Livent ”), and Allkem Limited, an Australian public company limited by shares (“ Allkem ”) entered into the Third Amendment (the “ Amendment ”) to the Transaction Agreement, dated as of May 10, 2023 (the “ Transaction Agreement ”), by and among Livent, Arcadium Lithium plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (“ Arcadium ”) and Allkem, and subsequently joined by Lightning-A Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland, and subsequently amended by that certain Amendment to Transaction Agreement, dated as of August 2, 2023, by and between Livent and Allkem and that certain Second Amendment to Transaction Agreement, dated as of November 5, 2023, by and between Livent and Allkem.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1977303/000095010323017995/0000950103-23-017995-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.