8-KLeadership ChangesShareholder MattersRegulation FD+2

Howmet Aerospace Inc. 8-K Report, Executive Changes (May 17, 2019)

Filed May 17, 2019For Securities:HWM

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.

Frequently Asked Questions

This 8-K filing primarily reports on key matters voted on and approved by Arconic Inc. shareholders at their 2019 Annual Meeting. This includes updates to stock incentive plans, severance plans, director elections, auditor ratification, and executive compensation.

The 2013 Arconic Stock Incentive Plan was amended and restated to authorize an additional 20,000,000 shares for issuance and to extend the plan's term by one year. This provides the company with continued flexibility for equity-based compensation.

Arconic amended and restated its Executive Severance Plan and Change in Control Severance Plan. While existing participants, including three named executive officers, continue under the same terms, new participants will only be admitted if expressly designated by the Compensation and Benefits Committee.

Rajiv L. Gupta was appointed as the Board's independent Lead Director and Chair of its Governance and Nominating Committee, succeeding Arthur D. Collins, Jr. This appointment underscores the company's commitment to strong corporate governance by having an independent lead director to guide the board.