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) Arconic Inc. (Arconic or the Company) held its annual meeting
of shareholders (the Annual Meeting) on May25, 2017.
(b) Set forth below are each of the matters submitted to a vote
of the shareholders, and the preliminary voting results reported
by the Companys proxy solicitor, Innisfree MA Incorporated
(Innisfree) based on the information available to Innisfree.
These results do not include (i) shares voted on
the blue proxy card distributed by Elliott Management Corporation
and certain of its affiliates (together, Elliott) outside of the
system maintained by Broadridge Financial Solutions, Inc.
(Broadridge); (ii) shares which (A) were not represented by a
white proxy card returned to the Company, (B) are not otherwise
known to have been voted at the meeting and (C)
either (x) for which legal proxies were issued
(excluding shares represented by legal proxies believed to be
held by Elliott and voted at the Annual Meeting) or (y) are held
in registered name and for which a white proxy card was not
returned; or (iii) shares voted that Innisfree could not
definitively match with a shareholder identified as being a
record or beneficial holder of shares of the Companys common
stock, par value $1.00 per share (Common Stock) as of the record
date for the Annual Meeting. Further, these preliminary results
do not reflect the impact of any revocations of votes previously
submitted on the white proxy card either through in-person voting
at the Annual Meeting or through the submission of a later-dated
blue proxy card outside of the Broadridge system.
In addition to being incomplete for the reasons described
above, these results are preliminary only and are subject to
change based on the final certification of the voting
results by the independent Judge of Election for the Annual
Meeting, IVS Associates, Inc. (IVS). The Company will file an
amendment to this Current Report on Form 8-K to disclose the final
voting results after receiving IVSs final certified
report.
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. Based on the preliminary results from Innisfree
and subject to the qualifications set forth above, at least
319,163,201 shares of Common Stock were voted in person or by
proxy at the Annual Meeting, representing approximately
72.43percent of the shares entitled to be voted.
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, 3, 4 and 9 required the favorable vote of a
majority of the votes cast; 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 preliminary
tabulation from Innisfree of voting results (subject to the
caveats noted above) for the election of directors and other
proposals are set forth below.
Item1. Based on
the preliminary results from Innisfree, 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
|
Nominee |
For | Withhold | ||||||
|
David P. Hess |
183,423,990 | 2,342,474 | ||||||
|
Ulrich R. Schmidt |
315,998,179 | 3,056,898 |
Elliotts
Nominees
|
Nominee |
For | Withhold | ||||||
|
Christopher L. Ayers |
183,333,165 | 1,057,581 | ||||||
|
Elmer L. Doty |
183,382,098 | 1,008,648 | ||||||
|
Patrice E. Merrin |
152,196,358 | 32,194,388 |
Item2. Based on
the preliminary results from Innisfree, 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:
|
For |
Against |
Abstain |
||
| 312,656,859 | 4,567,345 | 1,830,615 |
Item3. Based on
the preliminary results from Innisfree, the proposal to approve,
on an advisory basis, executive compensation was approved based
upon the following votes:
|
For |
Against |
Abstain |
||
| 286,259,091 | 20,963,641 | 8,654,791 |
Item4. Based on
the preliminary results from Innisfree, 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:
|
One Year |
Two Years |
Three Years |
Abstain |
|||
| 286,109,482 | 4,574,832 | 24,726,486 | 3,643,981 |
Item5. Based on
the preliminary results from Innisfree, 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:
|
For |
Against |
Abstain |
||
| 311,219,654 | 4,420,270 | 3,414,896 |
Item6. Based on
the preliminary results from Innisfree, 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:
|
For |
Against |
Abstain |
||
| 311,111,152 | 4,571,930 | 3,371,734 |
Item7. Based on
the preliminary results from Innisfree, 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:
|
For |
Against |
Abstain |
||
| 311,382,443 | 4,351,778 | 3,428,980 |
Item8. Based on
the preliminary results from Innisfree, 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:
|
For |
Against |
Abstain |
||
| 311,031,667 | 4,564,572 | 3,458,728 |
Item9. Based on
the preliminary results from Innisfree, the shareholder proposal
(simple majority vote) was approved based upon the following
votes:
|
For |
Against |
Abstain |
||
| 310,722,701 | 4,662,414 | 3,669,704 |
(c) As previously
disclosed, on May22, 2017, Arconic entered into a settlement
agreement (the Agreement) with Elliott Associates, L.P., a
Delaware limited partnership, Elliott International, L.P., a
Cayman Islands limited partnership, and Elliott International
Capital Advisors Inc., a Delaware corporation. Information
regarding the Agreement was included in Item 1.01 of the Companys
Current Report on Form 8-K filed May22, 2017 and is incorporated
herein by reference.
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 up +0.50 at 27.97 with 5,642,456 shares trading hands.
