ARCONIC INC. (NYSE:ARNC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 of Form 8-K, this Form 8-K/A is being filed for the purpose of providing that information.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensation Arrangements with Chief Executive Officer
On February 13, 2019, the Company entered into a letter agreement with John C. Plant in connection with his appointment as Chief Executive Officer of the Company providing for a one-year term of employment commencing on February 6, 2019 (the “Effective Date”). to the letter agreement, Mr. Plant’s compensation will consist of (i)a base salary at an annual rate of $1,600,000; (ii)a one-time restricted stock unit award in respect of 1,000,000 shares of common stock of the Company, par value $1.00 per share (the “Common Stock”), vesting on the first anniversary of the Effective Date, contingent on Mr. Plant’s continued service as Chief Executive Officer through such date and subject to accelerated vesting upon a termination of Mr. Plant’s employment without cause, a termination of Mr. Plant’s employment by Mr. Plant for good reason, a termination of Mr. Plant’s employment due to death or disability, or a change in control during his employment and prior to the first anniversary of the Effective Date, except that in the event such accelerated vesting event occurs prior to the date that is six months following the Effective Date, half of the award is forfeited; and (iii)a special cash-based outperformance bonus opportunity with a potential value ranging from $0 – $20,000,000, with the actual amount of such cash bonus, if any, determined based on achievement of certain Company stock price thresholds between $22.20 and $30.00 during the period commencing on the Effective Date and ending on the second anniversary thereof, the vesting of which is contingent on Mr. Plant’s continued service as Chief Executive Officer through the first anniversary of the Effective Date, subject to prorated vesting upon the occurrence of the accelerated vesting events described above (other than a termination due to death or disability, which results in full accelerated vesting, except that in the event such termination occurs prior to the date that is six months following the Effective Date, half of the award is forfeited). to the letter agreement, Mr. Plant has waived his right to participate in any annual bonus plans, long-term incentive plans, severance plans, or deferred compensation plans.
Mr. Plant also entered into a confidentiality, developments, non-competition and non-solicitation agreement with the Company, which includes a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of one year following termination of employment for any reason.
Compensation Arrangements with Chief Operating Officer
On February 15, 2019, the Company entered into a letter agreement with ElmerL.Doty in connection with his appointment as Chief Operating Officer of the Company providing for a two-year term of employment commencing on the Effective Date. to the letter agreement, Mr. Doty’s compensation will consist of (i)a base salary at an annual rate of $950,000; (ii)a one-time restricted stock unit award in respect of 385,000 shares of Common Stock to be granted promptly following the Effective Date, vesting in two equal installments on the first and second anniversary of the Effective Date, contingent on Mr. Doty’s continued service as Chief Operating Officer through each applicable vesting date, subject to prorated vesting upon a termination of Mr. Doty’s employment without cause or due to death or disability, and generally subject to the Company’s standard change in control provisions for equity compensation awards (except that in the event of a change in control related accelerated vesting event prior to the date that is six months following the Effective Date, half of the award is forfeited); (iii)a one-time restricted stock unit award in respect of 350,000 shares of Common Stock to be granted promptly following the first anniversary of the Effective Date (subject to Mr. Doty’s continued service as Chief Operating Officer through such date and provided that a change in control of the Company has not occurred prior to such date), vesting on the second anniversary of the Effective Date, contingent on Mr. Doty’s continued service as Chief Operating Officer through such date, subject to prorated vesting upon a termination of Mr. Doty’s employment without cause or due to death or disability, and generally subject to the Company’s standard change in control provisions for equity compensation awards; and (iv)a special cash-based outperformance bonus opportunity with a potential value ranging from $0 – $10,000,000, with the actual amount of such cash bonus, if any, determined based on achievement of certain Company stock price thresholds between $22.20 and $30.00 during the period commencing on the Effective Date and ending on the second anniversary thereof, the vesting of which is contingent on Mr. Doty’s continued service as Chief Operating Officer through such second anniversary, subject to prorated vesting upon a termination of Mr. Doty’s employment without cause or due to death or disability or upon the occurrence of a change in control during his employment and prior to the second anniversary of the Effective Date. to the letter agreement, Mr. Doty has waived his right to participate in any annual bonus plans, long-term incentive plans, severance plans, or deferred compensation plans.
Mr. Doty also entered into a confidentiality, developments, non-competition and non-solicitation agreement with the Company, which includes a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of one year following termination of employment for any reason.
Item 5.02. Other Events.
A copy of the Company’s press release announcing the restricted stock unit awards that were granted to Mr. Plant and Mr. Doty, which were granted in reliance on the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08, described above, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.02. | Financial Statements and Exhibits. |
EXHIBIT INDEX
Arconic Inc. Exhibit
EX-99.1 2 tv513910_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Arconic Grants CEO John C. Plant and COO Elmer L. Doty Inducement Awards Pursuant to NYSE RULE 303A.08 NEW YORK – February 15,…
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About ARCONIC INC. (NYSE:ARNC)
Arconic Inc., formerly Alcoa Inc., is engaged in providing materials and engineered products. The Company operates through segments, including Global Rolled Products, Engineered Products and Solutions, and Transportation and Construction Solutions. The Company offers engineered products and solutions, including fastening systems and rings, titanium and engineered products, power and propulsion, and forgings and extrusions. Its transportation and construction solutions include wheel and transportation products; building and construction systems, and extrusions. Its global rolled products include aerospace and automotive products; Micromill products and services, and brazing, commercial transportation and industrial solutions. It offers a range of aluminum sheet and plate products for the aerospace, automotive, commercial transportation, brazing and industrial markets. The Company’s product portfolio is focused on Arconic Micromill technology.
