Additional Proxy Soliciting Materials (definitive) (defa14a)
October 16 2017 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION
14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant
x
Filed
by a Party other than the Registrant
¨
Check the appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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¨
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Soliciting Material Under Rule 14a-12
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ARCONIC
INC.
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check 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.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Important Notice Regarding the Availability
of Proxy Materials for the
Arconic Inc. Special Meeting of Shareholders to be Held on November 30, 2017
You are receiving this notice that the
proxy materials for the Arconic Inc. Special Meeting of Shareholders are available on the Internet. Follow the instructions below
to view the materials and vote online or request a paper or email copy. Information about the items to be voted on and the location
of the special meeting are provided on the reverse side of this notice.
This communication presents only an
overview of the more complete proxy materials that are available to you on the Internet or by mail. We encourage you to access
and review all of the important information contained in the proxy materials before voting.
The Proxy Statement for the Special Meeting of Shareholders
is available at:
www.ViewMaterial.com/ARNC
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Easy Online Access – A Convenient Way to View
Proxy Materials and Vote
When you go online to view materials, you can also vote your
shares.
Step 1:
Go to
www.ViewMaterial.com/ARNC
and view the proxy materials.
Step 2:
Click the icon to vote your shares.
Step 3:
Enter the 11 digit control number
(located by the arrow in the box below).
Step 4:
Follow the simple instructions to record
your vote.
You are able to vote online until 6:00 a.m. Eastern Time
on November 30, 2017.
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When you go online, you can also help the environment by
consenting to receive electronic delivery of future materials.
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Obtaining a Copy of the Proxy Materials
–
If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before November 16, 2017 to facilitate timely delivery.
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Notice of Special Meeting of Shareholders
The Special Meeting of
Shareholders of Arconic Inc. will be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York
City, New York, 10019, on Thursday, November 30, 2017, at 10:00 a.m. local time.
Items to be voted on at the meeting
are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends that
you vote
FOR
the following items:
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1.
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A
proposal to approve the merger of Arconic Inc. (“Arconic”) with a newly formed
direct wholly owned subsidiary of Arconic incorporated in Delaware (“Arconic Delaware”)
in order to effect the change of Arconic’s jurisdiction of incorporation from Pennsylvania
to Delaware (the “Reincorporation”).
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2.
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A
proposal
to approve, on an advisory basis, that
the certificate of incorporation of Arconic Delaware following the Reincorporation (the
“
Delaware
Certificate
”
) will not contain any supermajority voting
requirements.
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3.
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A
proposal to approve, on an advisory basis, that the Board of Directors of Arconic Delaware following the Reincorporation will
be elected on an annual basis pursuant to the Delaware Certificate.
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Admission and Directions
: If you
wish to attend and vote at the meeting, you will need an admission ticket. To request an admission ticket, please follow the instructions
set forth in the Proxy Statement in response to Question 5 in the section “Questions and Answers about the Special Meeting
and Voting.” If you need directions to the special meeting, please call Diane Thumma at Arconic Inc. at 1-412-553-1245, or
email diane.thumma@arconic.com.
PLEASE NOTE: YOU CANNOT VOTE BY RETURNING THIS NOTICE.
To vote your shares on a proxy card, you must request that a paper copy of the proxy materials be mailed to you by following the
instructions below.
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Obtaining a Copy of the Proxy Materials
– If you want to receive a paper or email copy of the proxy materials, you must request one. There is no charge to you for
requesting a copy. Please make your request for a copy on or before November 16, 2017 to facilitate timely delivery.
PLEASE NOTE
: You must use the control
number (located by the arrow in the box on the front side of this notice) when requesting a set of proxy materials.
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→
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Internet
– Go to
www.SendMaterial.com
and follow the instructions provided to order a paper or email copy of the materials for the Special Meeting. You can
also submit your preference to receive paper or email delivery of future meeting materials.
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→
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Telephone
– Call the toll-free number 1-800-516-1564
and follow the instructions provided to order a paper copy of the materials by mail for the Special Meeting. You can also submit
your preference to receive paper or email delivery of future meeting materials.
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→
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Email
– Send an email to
papercopy@SendMaterial.com
with your control number in the subject line. Unless you
instruct us otherwise, we will reply to your emaiil with links to the proxy materials in PDF format for the Special Meeting only.
You can also state your preference to receive paper or email delivery of future meeting materials.
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