8-KLeadership ChangesCorporate ChangesOther Events+1

Howmet Aerospace Inc. 8-K Report, Executive Changes (Feb 6, 2020)

Filed February 6, 2020For Securities:HWM

Summary

This 8-K filing by Arconic Inc. (soon to be Howmet Aerospace Inc.) details key organizational and structural changes related to its previously announced separation into two independent companies. The primary focus is on the appointment of new independent directors to the board of the entity that will become Howmet Aerospace Inc., effective upon the separation. These appointments are part of the transition to a new corporate structure, with the company name officially changing to Howmet Aerospace Inc. pending the separation. Furthermore, the filing announces the definitive plan for the separation, which will occur through a pro rata distribution of Arconic Corporation's common stock to existing shareholders. This distribution is scheduled for April 1, 2020, with a record date of March 19, 2020, where shareholders will receive one share of Arconic Corporation for every four shares of the current Arconic Inc. held. Investors should note that the separation is subject to certain conditions, and the company has included forward-looking statements outlining potential risks and uncertainties.

Key Highlights

  • 1Arconic Inc. will officially change its name to Howmet Aerospace Inc. effective with the separation.
  • 2Four new independent directors (Joseph S. Cantie, Robert F. Leduc, Jody G. Miller, and Nicole W. Piasecki) have been appointed to the board of the entity that will become Howmet Aerospace Inc., effective upon the separation.
  • 3Three current directors (Christopher L. Ayers, Elmer L. Doty, and E. Stanley O’Neal) have resigned from the board to focus on the newly formed Arconic Corporation.
  • 4The separation of Arconic Inc. into two public companies (Howmet Aerospace Inc. and Arconic Corporation) is confirmed, with a planned distribution date of April 1, 2020.
  • 5Shareholders will receive one share of Arconic Corporation stock for every four shares of Arconic Inc. held as of the record date of March 19, 2020.
  • 6The company's Certificate of Incorporation and Bylaws have been amended to reflect the name change to Howmet Aerospace Inc., effective upon separation.
  • 7The separation and stock distribution are contingent upon the satisfaction or waiver of certain conditions.

Frequently Asked Questions

The name change to Howmet Aerospace Inc. is a direct consequence of the company's decision to separate into two independent, publicly traded entities. The entity that retains the aerospace and transportation-focused businesses will operate under the new name, Howmet Aerospace Inc., while the new entity focused on rolled products will be named Arconic Corporation.

If you are a shareholder of Arconic Inc. as of the close of business on March 19, 2020 (the Record Date), you will receive one share of Arconic Corporation common stock for every four shares of Arconic Inc. that you hold. This distribution is expected to be effective on April 1, 2020. You will retain your existing shares of what will then be Howmet Aerospace Inc.

The separation and the pro rata distribution of Arconic Corporation's common stock are expected to be effective at 12:01 a.m. Eastern Time on April 1, 2020. However, this is subject to the satisfaction or waiver of certain conditions.

The new directors appointed to the board of the company that will become Howmet Aerospace Inc., effective upon separation, are Joseph S. Cantie, Robert F. Leduc, Jody G. Miller, and Nicole W. Piasecki. These individuals will receive compensation according to the company's non-employee director compensation program.