Current Report Filing (8-k)
May 17 2019 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(
d
) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 17, 2019 (May 14, 2019)
ARCONIC
INC.
(Exact name of registrant as specified in
its charter)
Delaware
|
1-3610
|
25-0317820
|
(State of Incorporation)
|
Commission File Number
|
(IRS Employer Identification No.)
|
201 Isabella Street, Suite 200
Pittsburgh, Pennsylvania
(Address of Principal Executive Offices)
|
15212-5872
(Zip Code)
|
Office of Investor
Relations 212-836-2758
Office of the
Secretary 212-836-2732
(Registrant’s
telephone number, including area code)
390 Park Avenue,
New York, New York 10022-4608
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
¨
|
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $1.00 per share
|
|
ARNC
|
|
New York Stock Exchange
|
$3.75 Cumulative Preferred Stock,
par value $100 per share
|
|
ARNC PR
|
|
NYSE American
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 14, 2019, at the 2019 annual meeting of shareholders
(the “Annual Meeting”) of Arconic Inc. (“Arconic” or the “Company”), the shareholders of the
Company approved the 2013 Arconic Stock Incentive Plan, as Amended and Restated (the “Amended 2013 Plan”), including
the authorization of 20,000,000 additional shares of common stock for issuance thereunder, and the extension of the term of the
plan by one year. A summary of the Amended 2013 Plan is set forth under “Item 4 – Approval of 2013 Arconic Stock Incentive
Plan, as Amended and Restated, Including Increase of Reserved Shares” in Arconic’s definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission on March 28, 2019 (the “2019 Proxy Statement”) and
is incorporated herein by reference. The summary of the Amended 2013 Plan is qualified in its entirety by reference to the full
text of the Amended 2013 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Additionally, on May 14, 2019, Arconic amended and restated
its Executive Severance Plan and its Change in Control Severance Plan. In both cases, the restated plans contain substantially
the same terms as were in effect prior to the restatement, except that the restated plans provide that, after the restatement date,
new participants will be admitted to the applicable plan only if expressly designated by the Compensation and Benefits Committee
of the Company’s Board of Directors as eligible to participate in the plan. Participants as of the restatement date, including
three of the Company’s named executive officers, continue to participate in the plans on the same terms as applied prior
to the restatement. The foregoing description of the amended and restated plans does not purport to be complete and is qualified
in its entirety by reference to the full text of the plans filed herewith as Exhibits 10.2 and 10.3.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 14, 2019. Set forth
below are the results for each of the matters submitted to a vote of the shareholders at the Annual Meeting. As of the close of
business on March 25, 2019, the record date for the Annual Meeting, there were 453,083,173 shares of common stock outstanding
and entitled to vote. Of this amount, 404,233,336 shares of common stock were represented in person or by proxy at the Annual Meeting.
Item 1
. The 10 director nominees named
in the 2019 Proxy Statement for election to the Company’s Board of Directors were elected, each for a one-year term expiring
on the date of the Company’s 2020 annual meeting of shareholders, based on the following votes:
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
James F. Albaugh
|
|
313,068,185
|
|
10,698,200
|
|
1,117,554
|
|
79,349,397
|
Amy E. Alving
|
|
315,253,536
|
|
8,545,534
|
|
1,084,869
|
|
79,349,397
|
Christopher L. Ayers
|
|
319,060,982
|
|
4,766,726
|
|
1,056,231
|
|
79,349,397
|
Elmer L. Doty
|
|
318,284,391
|
|
5,502,069
|
|
1,097,479
|
|
79,349,397
|
Rajiv L. Gupta
|
|
311,184,101
|
|
12,368,535
|
|
1,331,303
|
|
79,349,397
|
Sean O. Mahoney
|
|
318,250,690
|
|
5,469,956
|
|
1,163,293
|
|
79,349,397
|
David J. Miller
|
|
317,406,949
|
|
6,324,872
|
|
1,152,118
|
|
79,349,397
|
E. Stanley O’Neal
|
|
319,610,789
|
|
4,163,191
|
|
1,109,959
|
|
79,349,397
|
John C. Plant
|
|
303,436,471
|
|
20,235,972
|
|
1,211,496
|
|
79,349,397
|
Ulrich R. Schmidt
|
|
318,442,179
|
|
5,216,294
|
|
1,225,466
|
|
79,349,397
|
Item 2
. The proposal to ratify the appointment
of PricewaterhouseCoopers LLP to serve as Arconic’s independent registered public accounting firm for 2019 was approved,
based upon the following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
390,102,888
|
|
13,038,189
|
|
1,092,259
|
|
0
|
Item 3
. The proposal to approve, on
an advisory basis, executive compensation was approved, based upon the following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
215,114,578
|
|
100,008,004
|
|
9,761,324
|
|
79,349,397
|
Item 4
. The proposal to approve the
2013 Arconic Stock Incentive Plan, as Amended and Restated, including increase of reserved shares, was approved, based upon the
following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
298,860,524
|
|
25,097,932
|
|
924,702
|
|
79,349,397
|
Item 5
. The shareholder proposal regarding
shareholding threshold to call a special shareowner meeting was not approved, based upon the following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
74,490,595
|
|
240,543,096
|
|
9,850,248
|
|
79,349,397
|
Item 7.01. Regulation
FD Disclosure.
Beginning on May 17, 2019, the 2018 Arconic Sustainability Report,
which details Arconic’s global environmental and social performance, will be available online in the Sustainability Reports
section of Arconic’s website at http://www.arconic.com/global/en/who-we-are/sustainability-report.asp.
In accordance with General Instruction B.2 of Form 8-K, the
information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of
that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. In addition,
the furnishing of this Item 7.01 of Form 8-K will not be deemed an admission that the 2018 Arconic Sustainability Report includes
material information that is not otherwise publicly available.
Item 8.01. Other
Events.
On May 14, 2019, the Board appointed Rajiv L. Gupta to serve
as the Board’s independent Lead Director and as Chair of its Governance and Nominating Committee. Mr. Gupta succeeds Arthur
D. Collins, Jr., who retired as a director of the Company effective as of the 2019 Annual Meeting, as previously announced. The
Board also appointed James F. Albaugh to succeed Rajiv L. Gupta as the Chair of the Board’s Compensation and Benefits Committee.
Ulrich R. Schmidt remains the Chair of the Board’s Audit Committee, and Sean O. Mahoney the Chair of its Finance Committee.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
The following are filed as exhibits to this report:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ARCONIC INC.
|
|
|
|
Dated: May 17, 2019
|
By:
|
/s/ Katherine H.
Ramundo
|
|
Name:
|
Katherine H. Ramundo
|
|
Title:
|
Executive Vice President, Chief Legal Officer and
Secretary
|
Arconic Inc. (AMEX:ARNC.PR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Arconic Inc. (AMEX:ARNC.PR)
Historical Stock Chart
From Sep 2023 to Sep 2024