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
Item5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On March1, 2017, Martin S. Sorrell notified the Board of
Directors (the Board) of Arconic Inc. (the Company)
that he had decided to not stand for re-election and resign from
the Board, effective March10, 2017, in order to devote additional
time to his business interests.
Upon the recommendation of its Governance and Nominating
Committee, on March1, 2017, the Board appointed David P. Hess,
former Executive Vice President and Chief Customer Officer for
Aerospace of United Technologies Corporation, as a new director
to fill the vacancy resulting from Mr.Sorrells resignation,
effective March10, 2017. Mr.Hesss term will expire at the time of
the Companys 2017 annual meeting of shareholders, at which the
Company will nominate him for re-election to the Board. Mr.Hess
will be appointed to serve on one or more Board committees at a
later date.
Mr.Hess will receive compensation for his service on the Board to
the compensation program for the Companys non-employee directors,
as in effect from time to time during his service on the Board.
The Companys current non-employee director compensation program
is described on pages 28-30 of the Companys preliminary proxy
statement filed with the Securities and Exchange Commission on
March2, 2017. In addition, the Company will enter into an
indemnity agreement with Mr.Hess, in the form approved in
principle by the Companys shareholders and which the Company has
entered into with each of its directors to supplement the
indemnification coverage provided by the Companys Articles of
Incorporation and By-Laws and the Pennsylvania Business
Corporation Law. (See Form of Indemnity Agreement between the
Company and individual directors or officers, incorporated by
reference to exhibit 10(j) to the Companys Annual Report on Form
10-K (Commission file number 1-3610) for the year ended
December31, 1987.)
The Company announced the appointment of Mr.Hess and the
resignation of Mr.Sorrell in a press release, attached hereto as
Exhibit 99.1 and incorporated herein by reference.
| Item8.01. | Other Information. |
The press release dated March2, 2017 and attached hereto as
Exhibit 99.1 is incorporated by reference herein.
| Item9.01. | Financial Statements and Exhibits. |
The following is filed as an exhibit to this report:
|
Exhibit Number |
Description |
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| 99.1 | Press Release, dated March 2, 2017. |
Important Additional Information
Arconic Inc. (Arconic) has filed a preliminary proxy statement
and form of associated WHITE proxy card with the Securities and
Exchange Commission (the SEC) in connection with the solicitation
of proxies for Arconics 2017 Annual Meeting (the Preliminary
Proxy Statement). Arconic, its directors and certain of its
executive officers will be deemed participants in the
solicitation of proxies from shareholders in respect of the 2017
Annual Meeting. Information regarding the names of Arconics
directors and executive officers and their respective interests
in Arconic by security holdings or otherwise is set forth in the
Preliminary Proxy Statement. To the extent holdings of such
participants in Arconics securities are not reported, or have
changed since the amounts described, in the Preliminary Proxy
Statement, such changes have been reflected on Initial Statements
of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC. Details concerning the
nominees of Arconics Board of Directors for election at the 2017
Annual Meeting are included in the Preliminary Proxy Statement.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF
THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
OR FURNISHED TO THE SEC, INCLUDING THE
COMPANYS DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO
AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
shareholders will be able to obtain a copy of any proxy statement
and other documents filed by Arconic free of charge from the SECs
website, www.sec.gov. Arconics shareholders will also be able to
obtain, without charge, a copy of any proxy statement and other
documents filed by Arconic by directing a request by mail to
Arconic, Corporate Secretarys Office, 390 Park Avenue, New York,
New York 10022-4608, by calling Arconics proxy solicitor,
Innisfree MA Incorporated, toll-free at 1-877-750-5836, or from
Arconics website at www.arconic.com.
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. ARCONIC INC. (NYSE:ARNC) Recent Trading Information
ARCONIC INC. (NYSE:ARNC) closed its last trading session down -0.38 at 27.70 with 3,548,940 shares trading hands.
