ARCONIC INC. (NYSE:ARNC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.
Submission of Matters to a Vote of Security Holders. |
(a) The Annual Meeting of shareholders was held on May25, 2017.
(b) Set forth below are the final results for each of the matters
submitted to a vote of the shareholders. As of the close of
business on March1, 2017, the record date for the Annual Meeting,
there were 440,644,293 shares of common stock outstanding and
entitled to vote. Of this amount, there were 317,821,857 shares
of common stock represented in person or by proxy at the Annual
Meeting.
As more fully described in the Companys proxy statement, the vote
required for approval or election was as follows: the five
director nominees receiving the highest number of votes cast were
elected (Item 1); approval of Items 2 and 9 required the
favorable vote of a majority of the votes cast; Items 3 and 4
were non-binding, advisory votes requiring further action by the
Company to implement any changes (the Company has a practice of
implementing changes supported by a majority of its
shareholders); and approval of Items 5, 6, 7 and 8 required the
favorable vote of the holders of 80% of the shares of common
stock outstanding and entitled to vote as provided in Articles
SEVENTH and EIGHTH of Arconics Articles of Incorporation.
The final tabulation from IVS of voting results for the election
of directors and other proposals are set forth below.
Item1. The Companys shareholders elected the following
nominees to the Arconic Board of Directors, each for a three-year
term: Christopher L. Ayers, Elmer L. Doty, David P. Hess, Patrice
E. Merrin and Ulrich R. Schmidt.
Arconic Board of Directors Nominees
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184,265,461 | 2,363,712 | ||
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315,315,207 | 2,506,650 |
Elliott Management Corporations Nominees
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182,326,253 | 962,552 | ||
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182,362,021 | 926,784 | ||
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151,041,869 | 32,246,936 |
Item2. The proposal to ratify the appointment of
PricewaterhouseCoopers LLP to serve as Arconics independent
registered public accounting firm for 2017 was approved based
upon the following votes:
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311,363,096 | 4,601,710 | 1,857,051 |
Item3. The proposal to approve, on an advisory basis,
executive compensation was approved based upon the following
votes:
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284,575,574 | 21,145,327 | 8,891,245 |
Item4. The advisory vote on the frequency of future
advisory votes on executive compensation received the following
votes, with the one year frequency receiving the highest number
of votes:
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284,718,544 | 4,611,966 | 24,787,515 | 3,703,832 |
See Item5.07(d) below.
Item5. The proposal to approve an amendment of the
Articles of Incorporation to eliminate the supermajority voting
requirement in the Articles of Incorporation regarding amending
Article SEVENTH (fair price protection) did not receive the
requisite votes for approval, based upon the following votes:
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308,843,140 | 4,487,257 | 4,491,460 |
Item6. The proposal to approve an amendment of the
Articles of Incorporation to eliminate the supermajority voting
requirement in the Articles of Incorporation regarding amending
Article EIGHTH (director elections) did not receive the requisite
votes for approval, based upon the following votes:
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308,753,698 | 4,612,880 | 4,455,279 |
Item7. The proposal to approve an amendment of the
Articles of Incorporation to eliminate the supermajority voting
requirement in the Articles of Incorporation relating to the
removal of directors did not receive the requisite votes for
approval, based upon the following votes:
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309,025,025 | 4,463,035 | 4,333,797 |
Item8. The proposal to approve an amendment of the
Articles of Incorporation to eliminate the classification of the
Board of Directors did not receive the requisite votes for
approval, based upon the following votes:
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308,682,002 | 4,615,218 | 4,524,637 |
Item9. The shareholder proposal (simple majority vote) was
approved based upon the following votes:
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308,390,298 | 4,695,155 | 4,736,404 |
(d) Based on the voting results on Item4, the Arconic Board of
Directors has determined that advisory votes on executive
compensation will be submitted to shareholders on an annual basis
until the next required advisory vote on the frequency of
shareholder votes on executive compensation.
Item8.01. |
Other Events. |
Grantor Trust
As previously disclosed, Arconic maintains a grantor trust
relating to certain of the Companys nonqualified deferred
compensation and retirement benefit plans, which was established
to a trust agreement entered into by the Company in 1993 and
amended and restated in 2007. In light of the outcome of the
election of directors at the Annual Meeting, the Company did not
deliver a notice of the occurrence of a change in control to the
trustee of the grantor trust following the certification of the
voting results.
Advance Notice Deadlines for Shareholder Proposals
As previously disclosed, Arconic postponed the Annual Meeting
from May10, 2017 to May25, 2017. In light of this postponement,
for any proposal that is not submitted for inclusion in the
Companys 2018 proxy statement, but is instead sought to be
presented directly at the 2018 annual meeting of shareholders,
notice of intention to present the proposal, including all
information required to be provided by the shareholder in
accordance with the Companys By-Laws, must be received in writing
at the Companys principal executive offices, as otherwise
described in the Companys proxy statement for the Annual Meeting,
by February24, 2018.
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.