Arconic Inc. (NYSE: ARNC) today announced that, based on the preliminary vote count provided by its proxy solicitor following the Company’s 2017 Annual Meeting of Shareholders (the “Annual Meeting”) held today, shareholders have elected Christopher L. Ayers, Elmer L. Doty, David P. Hess, Patrice E. Merrin and Ulrich R. Schmidt to the Arconic Board of Directors. In addition, effective immediately following the Annual Meeting, James “Jim” F. Albaugh was appointed to the Board to fill the vacancy resulting from the resignation of L. Rafael Reif, which was effective at the same time.
The preliminary voting results also indicate that the following proposals were approved:
- The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017.
- On an advisory basis, the executive compensation programs and policies and the resulting 2016 compensation listed in Arconic’s proxy statement.
- On an advisory basis, to hold the advisory vote on executive compensation on an annual basis.
- A shareholder proposal for the Board to take the steps necessary to eliminate supermajority voting requirements in Arconic’s governing documents.
Preliminary voting results indicate that the following proposals did not receive the requisite votes for approval:
- A proposal to amend the Articles of Incorporation to eliminate the supermajority voting requirement in the Articles regarding amending Article SEVENTH (fair price protection).
- A proposal to amend the Articles of Incorporation to eliminate the supermajority voting requirement in the Articles regarding amending Article EIGHTH (director elections).
- A proposal to amend the Articles of Incorporation to eliminate the supermajority voting requirement in the Articles relating to the removal of directors.
- A proposal to amend the Articles of Incorporation to eliminate the classification of the Board of Directors.
As previously announced, Arconic intends to use reasonable best efforts to reincorporate in Delaware by the end of this year, and the certificate of incorporation and bylaws of the resulting Delaware corporation will provide for an annually elected Board and contain no provisions requiring a supermajority shareholder vote.
The Company expects to file a Form 8-K with the Securities and Exchange Commission reporting the preliminary results of all proposals based on the independent Judge of Election’s preliminary tabulation, and to report the final voting outcome once it has received the final, certified report from the Judge of Election. Shareholders may access these filings on www.arconic.com and www.sec.gov.
Arconic (NYSE: ARNC) creates breakthrough products that shape industries. Working in close partnership with our customers, we solve complex engineering challenges to transform the way we fly, drive, build and power. Through the ingenuity of our people and cutting-edge advanced manufacturing techniques, we deliver these products at a quality and efficiency that ensure customer success and shareholder value. For more information: www.arconic.com. Follow @arconic: Twitter, Instagram, Facebook, LinkedIn and YouTube.
Dissemination of Company Information
Arconic intends to make future announcements regarding Company developments and financial performance through its website at www.arconic.com.
This communication contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to the growth of the aerospace, automotive, commercial transportation and other end markets; statements and guidance regarding future financial results or operating performance; statements about Arconic’s strategies, outlook, business and financial prospects; and statements regarding potential share gains. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Arconic believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (a) deterioration in global economic and financial market conditions generally; (b) unfavorable changes in the markets served by Arconic; (c) the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated from restructuring programs and productivity improvement, cash sustainability, technology advancements, and other initiatives; (d) changes in discount rates or investment returns on pension assets; (e) Arconic’s inability to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments, expansions, or joint ventures; (f) the impact of cyber attacks and potential information technology or data security breaches; (g) political, economic, and regulatory risks in the countries in which Arconic operates or sells products; (h) the impact of the separation on the businesses of Arconic; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation; and (l) the other risk factors discussed in Arconic’s Form 10-K for the year ended December 31, 2016, and other reports filed with the U.S. Securities and Exchange Commission (SEC). Arconic disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks discussed above and other risks in the market.