8-KLeadership ChangesCorporate ChangesOther Events+1

Howmet Aerospace Inc. 8-K Report, Executive Changes (Oct 5, 2016)

Filed October 5, 2016For Securities:HWM

Summary

This Form 8-K filing from Alcoa Inc. (which will soon be renamed Arconic Inc.) primarily details significant organizational changes and the upcoming separation into two distinct public companies. Key appointments include Ken Giacobbe as the new Chief Financial Officer and W. Paul Myron as Vice President and Controller, effective prior to the separation. Concurrently, several executives, including the current CFO and Controller, are resigning from Alcoa Inc. to assume leadership roles within the soon-to-be-created "Alcoa Corporation." The filing also announces the Board's approval of amendments to the Articles of Incorporation and By-Laws, which will formally change the company's name to "Arconic Inc." and adjust the Board size. Most importantly for investors, the report outlines the mechanism for the separation: a pro rata distribution of 80.1% of Alcoa Corporation's stock to Alcoa Inc. shareholders. The distribution is expected to be effective November 1, 2016, with specific share ratios dependent on shareholder approval of a proposed reverse stock split.

Key Highlights

  • 1Alcoa Inc. is proceeding with its previously announced separation into two independent companies: Arconic Inc. (the "new" Alcoa, focusing on upstream operations) and a new entity that will be named Alcoa Corporation.
  • 2Key executive appointments have been made for the future Arconic Inc., including Ken Giacobbe as Executive Vice President and Chief Financial Officer and W. Paul Myron as Vice President and Controller.
  • 3Several current senior officers, including the Chief Financial Officer and Controller, will transition to leadership roles within the new Alcoa Corporation upon separation.
  • 4Alcoa Inc.'s Articles of Incorporation and By-Laws are being amended to reflect the name change to "Arconic Inc." and to adjust the size of the Board of Directors.
  • 5The separation will be executed via a pro rata distribution of 80.1% of the outstanding common stock of Alcoa Corporation to existing Alcoa Inc. shareholders.
  • 6The distribution is targeted for November 1, 2016, with record dates set for October 20, 2016.
  • 7The exact number of Alcoa Corporation shares distributed per Alcoa Inc. share is contingent upon shareholder approval of a proposed reverse stock split.

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