Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
SUPPLEMENT DATED MAY 23, 2017 TO THE PROXY STATEMENT
OF
ELLIOTT ASSOCIATES, L.P.
ELLIOTT INTERNATIONAL, L.P.
DATED MARCH 9, 2017
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Elliott Associates,
L.P. and Elliott International, L.P., together with the other participants in this solicitation (collectively, “Elliott”),
are making this proxy statement supplement available to holders of common stock, par value $1.00 per share (“Common Stock”),
of Arconic Inc., a Pennsylvania corporation (“Arconic” or the “Company”), in connection with the solicitation
of proxies in connection with the Company’s 2017 annual meeting of shareholders scheduled to be held on Thursday, May 25,
2017, at 9:00 a.m., Eastern Time, at The Performing Arts Center, Purchase College, SUNY, 735 Anderson Hill Road, Purchase, New
York 10577 (including any and all adjournments, postponements, continuations or reschedulings thereof, or any other meeting of
shareholders held in lieu thereof, the “2017 Annual Meeting”).
On May 22, 2017,
Elliott and the Company entered into a settlement agreement (the “Agreement”). Under the terms of the Agreement, Elliott
and the Company agreed that the five persons who will stand for election as directors at the 2017 Annual Meeting will consist of
three nominees set forth by Elliott on the BLUE proxy card, Christopher L. Ayers, Elmer L. Doty and Patrice E. Merrin (the “Elliott
Nominees”), and two nominees set forth by the Company on the WHITE proxy card, David P. Hess and Ulrich R. Schmidt (the “Company
Nominees”). Elliott and the Company have agreed to withdraw their respective nominations of any other director candidates
for election at the 2017 Annual Meeting (i.e., James “Jim” F. Albaugh, Amy E. Alving, Bernd F. Kessler and Janet C.
Wolfenbarger, as applicable). Any votes for the withdrawn nominees on proxy cards submitted by shareholders will be disregarded.
The Agreement provides
that at the 2017 Annual Meeting, Elliott will vote all shares of Common Stock that it or certain of its affiliates have the right
to vote, as of the record date, in favor of the election of Mr. Ayers, Mr. Doty, Ms. Merrin, Mr. Hess and Mr. Schmidt, and in accordance
with the recommendations of the Company’s Board of Directors (the “Board”) on the other proposals in the Company’s
definitive proxy statement dated March 13, 2017.
The Agreement also
provides that as promptly as practicable following the 2017 Annual Meeting, Mr. Ayers will be appointed to serve on the Executive
Committee and the Finance Committee of the Board, Mr. Doty will be appointed to serve on at least two standing committees of the
Board to be determined by the Governance and Nominating Committee of the Board, and Ms. Merrin will be appointed to serve on the
CEO Search Committee and the Compensation Committee of the Board.
The Agreement provides
Elliott with the right to select for appointment to the Board, subject to the approval of the Board’s Governance and Nominating
Committee (not to be unreasonably withheld, delayed or conditioned), a replacement candidate for any of Elliott’s recommended
directors who becomes unable or unwilling to serve, such replacement candidate to serve the unexpired term, if any, of the departed
director. Elliott’s recommended directors include the three Elliott Nominees and the three directors appointed to the Board
pursuant to the Company’s agreement with Elliott dated February 1, 2016 (i.e., Sean O. Mahoney, John C. Plant and Mr. Schmidt).
These replacement rights will expire on the date immediately prior to the date of the Company’s 2018 annual meeting of shareholders
(the “2018 Annual Meeting”), or such earlier time as Elliott’s net long percentage ownership of the Common Stock
drops below specified thresholds.
In addition, the
Agreement provides that, subject to certain conditions, the Board’s CEO Search Committee (which will include Ms. Merrin promptly
following her election to the Board) will keep Elliott reasonably informed regarding the CEO search process so that it can provide
input and feedback to the CEO Search Committee, including keeping Elliott reasonably informed about key CEO candidates and material
developments in the status of the search process, and providing Elliott an opportunity to meet any CEO candidates who are interviewed
by a majority of the Board members and to present its views to the CEO Search Committee. The CEO Search Committee will include
Mr. Larry Lawson among the candidates to be considered to serve as a potential permanent CEO. However, neither Elliott nor any
directors nominated by Elliott will have any veto, consent or special voting rights with respect to the CEO search process or the
selection of a permanent CEO, which such selection will be made by the Board. In addition, the Agreement provides that at or prior
to the appointment of the permanent CEO, the Board will designate a new independent Chair, and the CEO will not be included among
the candidates for Chair prior to the second anniversary of the Agreement.
The Company has
agreed that the size of the Board will not be increased above 13 through the date immediately prior to the date of the 2018 Annual
Meeting, except to enable the Company’s permanent CEO to become a member of the Board. The Company has also agreed that it
will use reasonable best efforts to effect a change in the jurisdiction of incorporation of the Company from Pennsylvania to Delaware
on or before December 31, 2017, and that the certificate of incorporation and bylaws of the resulting Delaware corporation will
provide for a declassified board structure with all directors having terms expiring on an annual basis and contain no provisions
requiring a supermajority shareholder vote.
The Agreement also
provides that the Company and Elliott will cooperate in good faith to enter into a registration rights agreement obligating the
Company to file a resale registration statement relating to the resale by Elliott of its shares of Common Stock.
A copy of the Agreement
was filed by the Company with the Securities and Exchange Commission (the “SEC”) as an exhibit to its Current Report
on Form 8-K filed with the SEC on May 22, 2017.
Prior to Elliott
and the Company’s entry into the Agreement, on May 21, 2017, L. Rafael Reif submitted to the Board his resignation as a member
of the Board, effective immediately following the 2017 Annual Meeting, and the Board appointed Mr. Albaugh as a director, effective
immediately following the 2017 Annual Meeting, to fill the vacancy resulting from the resignation of Mr. Reif. Mr. Albaugh’s
term will expire at the 2018 Annual Meeting. Mr. Albaugh will be appointed to serve on the CEO Search Committee of the Board promptly
following his appointment to the Board.
Elliott is supplementing
its definitive proxy statement for the 2017 Annual Meeting, filed with the SEC on March 9, 2017, as supplemented on March 24, 2017
and May 9, 2017 (as supplemented, our “Proxy Statement”), to update our Proxy Statement to reflect the foregoing developments.
This supplement is dated May 23, 2017, and is first being furnished to shareholders of the Company on or about May 23, 2017. This
supplement should be read in conjunction with our Proxy Statement.
Since Elliott has
withdrawn the nomination of Mr. Kessler, votes for the withdrawn nominee on any BLUE proxy card submitted by shareholders will
be disregarded. If you have voted on a BLUE proxy card, the persons named as proxies on the proxy card will vote as you previously
instructed with respect to the director nominees other than Mr. Kessler, as well as with respect to the other proposals on the
proxy card.
Elliott recommends
that you vote FOR the election of the three Elliott Nominees — Mr. Ayers, Mr. Doty and Ms. Merrin — on the BLUE proxy
card.