8-KShareholder MattersCorporate ChangesRegulation FD+2

Howmet Aerospace Inc. 8-K Report, Bylaw Amendment (May 5, 2015)

Filed May 5, 2015For Securities:HWM

Summary

This 8-K filing from Alcoa Inc. (now Howmet Aerospace Inc.) on May 5, 2015, primarily details outcomes from its annual shareholder meeting held on May 1, 2015, and related corporate governance changes. Key among these is the approval of amendments to the company's By-Laws, effectively reducing the Board of Directors' size from 13 to 12 members due to the retirement of director Judith M. Gueron. The filing also confirms the election of four director nominees and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2015. Additionally, executive compensation received advisory approval from shareholders. The report also references the furnishing of Alcoa's 2014 Sustainability Highlights Report, underscoring the company's commitment to environmental, social, and economic performance reporting.

Key Highlights

  • 1Alcoa Inc.'s 2015 annual shareholder meeting was held on May 1, 2015.
  • 2The company's By-Laws were amended, reducing the Board of Directors size from 13 to 12 members.
  • 3Judith M. Gueron retired from the Board and did not seek re-election.
  • 4Four director nominees were elected to the Board for three-year terms.
  • 5PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2015.
  • 6Shareholders provided advisory approval for the company's executive compensation.
  • 7Alcoa furnished its 2014 Sustainability Highlights Report as part of this filing.

Frequently Asked Questions

The primary outcomes were the election of four director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2015, and the advisory approval of executive compensation. Additionally, shareholders' votes confirmed changes to the company's corporate governance structure.

The size of the Board was reduced from 13 to 12 directors due to the retirement of Judith M. Gueron, who did not stand for re-election upon the expiration of her term. This change was formalized through an amendment to Alcoa's By-Laws.

The 2014 Sustainability Highlights Report, furnished as part of this filing, provides investors with insights into Alcoa's environmental, social, and economic performance for the year. This demonstrates the company's commitment to transparent reporting on its sustainability initiatives.

The advisory approval means that shareholders have expressed their support for the company's executive compensation policies and decisions. While non-binding, it provides an indication of shareholder sentiment regarding how executives are being rewarded.