Summary
This Form 8-K filing from Arconic Inc. (now Howmet Aerospace Inc.) details significant corporate governance and compensation plan updates approved by shareholders at the 2019 Annual Meeting held on May 14, 2019. Key among these approvals were the Amended and Restated 2013 Arconic Stock Incentive Plan, which authorizes an additional 20,000,000 shares and extends the plan's term, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. The filing also outlines the election results for the Board of Directors and advisory approval of executive compensation. Furthermore, the company amended and restated its Executive Severance Plan and Change in Control Severance Plan, with updated provisions for new participants while grandfathering existing ones, including key named executive officers. The report also notes the appointment of Rajiv L. Gupta as Lead Director and Chair of the Governance and Nominating Committee, and changes within other board committee leadership. The company also made its 2018 Sustainability Report publicly available.
Key Highlights
- 1Shareholders approved the Amended and Restated 2013 Arconic Stock Incentive Plan, authorizing 20,000,000 additional shares.
- 2The term of the 2013 Arconic Stock Incentive Plan was extended by one year.
- 3Arconic's Executive Severance Plan and Change in Control Severance Plan were amended and restated, with new participant eligibility requiring specific designation.
- 4All ten director nominees presented at the Annual Meeting were elected.
- 5PricewaterhouseCoopers LLP was ratified as the company's independent registered public accounting firm for 2019.
- 6Shareholders provided advisory approval for executive compensation.
- 7Rajiv L. Gupta was appointed as the Board's independent Lead Director and Chair of the Governance and Nominating Committee.