8-KLeadership ChangesCorporate ChangesOther Events+1

Howmet Aerospace Inc. 8-K Report, Executive Changes (Jan 22, 2015)

Filed January 22, 2015For Securities:HWM

Summary

This 8-K filing from Alcoa Inc. (the predecessor to Howmet Aerospace Inc.) primarily reports on changes to its Board of Directors and dividend declarations. The company announced an increase in its Board size from 12 to 13 directors, effective March 2, 2015, and appointed Leo Raphael Reif as a new director. This expansion and appointment are standard corporate governance actions, with Dr. Reif to receive compensation consistent with other non-employee directors. In addition to governance updates, Alcoa declared its quarterly dividends. Shareholders of common stock will receive a dividend of $0.03 per share, payable on February 25, 2015. Dividends were also declared for preferred stock classes, including a $3.75 cumulative preferred stock dividend and a Class B Mandatory Convertible Preferred Stock dividend. These dividend announcements provide clarity on capital returns to shareholders.

Key Highlights

  • 1Alcoa Inc. increased its Board of Directors size from 12 to 13 members, effective March 2, 2015.
  • 2Leo Raphael Reif was appointed as a new director to the Board, effective March 2, 2015.
  • 3Dr. Reif will receive compensation for his board service in line with other non-employee directors.
  • 4Alcoa declared a quarterly common stock dividend of $0.03 per share, payable February 25, 2015.
  • 5A dividend of $3.75 per share was declared on the cumulative preferred stock, payable April 1, 2015.
  • 6A dividend of $6.71875 per share was declared on the Class B Mandatory Convertible Preferred Stock, payable April 1, 2015.

Frequently Asked Questions

The expansion of the Board of Directors from 12 to 13 members, along with the appointment of Leo Raphael Reif, is a typical corporate governance action. It may indicate a need for additional expertise or oversight, or it could be a precursor to future strategic changes. Investors should monitor any committee assignments or specific contributions Dr. Reif makes to the Board.

For common stock, the dividend is $0.03 per share, payable on February 25, 2015, to shareholders of record on February 6, 2015. For the $3.75 cumulative preferred stock, the dividend is $0.9375 per share, payable April 1, 2015, to shareholders of record on March 13, 2015. For the 5.375% Class B Mandatory Convertible Preferred Stock, the dividend is $6.71875 per share, payable April 1, 2015, to shareholders of record on March 15, 2015.

This particular 8-K filing does not contain specific financial performance indicators such as revenue, profit, or earnings per share. Its focus is on corporate governance changes (Board of Directors) and capital return decisions (dividend declarations).

The amendment to Alcoa's By-Laws to increase the size of the Board of Directors from 12 to 13 members is effective as of March 2, 2015.