UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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Definitive Proxy Statement

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Soliciting Material Pursuant to §240.14a-12

~~ARCONIC~~HOWMET AEROSPACE INC.

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TABLE OF CONTENTS

Table of Contents

	Letter to Our Shareholders
	NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS.			i
	PROXY STATEMENT			ii
	Proxy Summary			1
	Voting Matters and Board Recommendations			1
	How to Vote Your Shares			1
	2021 Financial and Operating Highlights			2
	Director Nominees			3
	Environmental, Social and Governance Highlights			4
	Executive Compensation Highlights			5
	Item 1 Election of Directors			6
	Summary of Director Diversity and Attributes			7
	Director Nominees			8
	Nominating Board Candidates−Procedures and Director Qualifications			14
	Shareholder Recommendations for Director Nominees			14
	Shareholder Nominations			14
	Minimum Qualification for Director Nominees and Board Member Attributes			14
	Process of Evaluation of Director Candidates			15
	Director Compensation			16
	Director Fees			16
	Directors’ Alignment with Shareholders			16
	Stock Ownership Guideline for Directors			16
	Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging			17
	2021 Director Compensation			18
	Environmental and Social Responsibility			20
	Corporate Governance			22
	The Structure and Role of the Board of Directors			24
	Board Leadership Structure			24
	The Board’s Role in Risk Oversight			25
	Committees of the Board			26
	Board Meetings and Attendance			28
	Director Orientation and Continuing Education			28
	Board, Committee and Director Evaluations			28
	Shareholder Engagement			29
	Communications with Directors			30
	Director Independence			30
	Voting for Directors			30
	Related Person Transactions			31
	Review, Approval and Ratification of Transactions with Related Persons			31
	Transactions with Related Persons in 2021			32

TABLE OF CONTENTS

	Compensation Committee Interlocks and Insider Participation			32
	Compensation Consultants			32
	Recovery of Incentive Compensation			32
	Business Conduct Policies and Code of Ethics			33
	Our Corporate Governance Documents			33
	Section 16(a) Beneficial Ownership Reporting Compliance			34
	Howmet Aerospace Stock Ownership			34
	Stock Ownership of Certain Beneficial Owners			34
	Stock Ownership of Directors and Executive Officers			35
	Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm			37
	Report of the Audit Committee			38
	Audit and Non-Audit Fees			39
	Item 3 Advisory Approval of Executive Compensation			40
	Compensation Committee Report			40
	Executive Compensation			41
	Compensation Discussion and Analysis			41
	Summary of Key 2021 Inputs and Decisions			41
	Compensation Philosophy and Design			44
	2021 Annual Cash Incentive Compensation Plan Design, Targets and Results			47
	2021 Long-Term Incentives			48
	2021 Individual Compensation Arrangements and Performance-Based Pay Decisions			50
	2021 Summary Compensation Table			52
	2021 Grants of Plan-Based Awards			54
	2021 Outstanding Equity Awards at Fiscal Year-End			55
	2021 Option Exercises and Stock Vested			56
	2021 Pension Benefits			56
	2021 Nonqualified Deferred Compensation			57
	Potential Payments Upon Termination or Change in Control			58
	2021 CEO Pay Ratio			60
	Item 4 Shareholder Proposal			61
	Questions and Answers About the Meeting and Voting			64
	Information regarding the Virtual Annual Meeting Format			69

Attachments		70
Attachment A –	Pre-Approval Policies and Procedures for Audit and Non-Audit Services	70
Attachment B –	Howmet Aerospace Inc. Peer Group Companies	72
Attachment C –	Calculation of Financial Measures	73

TABLE OF CONTENTS

HOWMET AEROSPACE | 2022 PROXY STATEMENT

Proxy Summary (continued)

Environmental, Social and Governance (ESG) Highlights

Howmet Aerospace is committed to improving our environmental footprint, creating a work environment where all employees can thrive, investing in the communities where we operate, and maintaining good governance practices.

✓

Commitment to Good Corporate Citizenship

The Company has a longstanding commitment to good corporate citizenship. The Board oversees and provides guidance to management on the Company’s ESG programs, initiatives and objectives, including corporate social responsibility, environmental sustainability, health and safety, and diversity and inclusion.

✓

Environmental and Social Responsibility

ESG has the full attention of the organization at every level. Key ESG metrics are reviewed on a regular basis, including quarterly updates with the CEO and senior leadership, and ESG goals and plans are reviewed at least annually.

✓

Shareholder Engagement

Our directors and executive officers value direct and recurring engagement with our shareholders as part of our continuing efforts to create shareholder value, to refine our corporate governance practices and to address any shareholder concerns.

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Proxy Access

Shareholders may nominate director candidates to Howmet Aerospace’s Board and include those nominees in Howmet Aerospace’s proxy statement in accordance with the Company’s Bylaws.

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Shareholders’ Right to Call Special Meetings

Shareholders are permitted to call special meetings in accordance with the Company’s Certificate of Incorporation and Bylaws.

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Shareholders’ Action by Written Consent

Shareholders may act by written consent in accordance with the Company’s Certificate of Incorporation and Bylaws.

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Annual Election of Directors

The Board of Directors is not a classified board; each director is elected annually for a one-year term.

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No Supermajority Voting Requirements

The Certificate of Incorporation does not contain any provisions that require a supermajority vote of shareholders.

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Strong Independent Lead Director

The Board recognizes that in circumstances where the positions of Chairman and CEO are combined, a strong and independent Lead Director with a clearly defined role and set of responsibilities is paramount for constructive and effective leadership. Howmet Aerospace’s independent Lead Director has a clear mandate and significant authority and responsibilities.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Item 1 Election of Directors

Howmet Aerospace’s Board of Directors comprises 10 members, led by Executive Chairman and Chief Executive Officer John C. Plant, and independent Lead Director James F. Albaugh.

The Board of Directors, upon the recommendation of the Governance and Nominating Committee, has nominated 10 incumbent directors to stand for re-election to the Board for a one-year term expiring on the date of the 2023 Annual Meeting of Shareholders: James F. Albaugh, Amy E. Alving, Sharon R. Barner, Joseph S. Cantie, Robert F. Leduc, David J. Miller, Jody G. Miller, Nicole W. Piasecki, John C. Plant, and Ulrich R. Schmidt. Each of the 10 director nominees was elected by shareholders at the 2021 Annual Meeting of Shareholders.

The Board of Directors has affirmatively determined that each of the 10 director nominees qualifies for election under the Company’s criteria for evaluation of directors (see “Minimum Qualifications for Director Nominees and Board Member Attributes” on page 14). Included in each nominee’s biography below is a description of the qualifications, experience, attributes and skills of such nominee.

In addition, the Board of Directors has determined that each director nominee, except Mr. Plant (due to Mr. Plant’s role as the Company’s Chief Executive Officer), qualifies as an independent director under New York Stock Exchange corporate governance listing standards and the Company’s Director Independence Standards. See “Director Independence” on page 30.

If any of the Board’s nominees is unable to serve or for good cause will not serve as a director, the Board of Directors may reduce its size or choose a substitute nominee. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules.

The Board of Directors recommends that you vote FOR the election of each of Mmes. Alving, Barner, Miller and Piasecki and Messrs. Albaugh, Cantie, Leduc, Miller, Plant, and Schmidt.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Item 1 Election of Directors (continued)

Director Nominees

~~ABOUT THIS PROXY STATEMENT~~

[MISSING IMAGE: ph_jamesalbaughfpo-k.jpg]

James F. Albaugh

Independent Lead Director since: 2020

•

Governance and Nominating Committee

Career Highlights and Qualifications: Mr. Albaugh was President and Chief Executive Officer of The Boeing Company’s (“Boeing”) Commercial Airplanes business unit from 2009 – 2012. Prior to holding that position, Mr. Albaugh was President and Chief Executive Officer of Boeing’s Integrated Defense Systems business unit from 2002 – 2009. He joined Boeing in 1975 and held various other executive positions prior to 2002, including President and Chief Executive of Space and Communications and President of Space Transportation. Mr. Albaugh was a member of Boeing’s Executive Council from 1998 – 2012. In addition, he was a senior advisor to Perella Weinberg Partners, a global advisory and asset management firm from 2016 – 2018. Previously, Mr. Albaugh was a senior advisor to The Blackstone Group L.P. from 2012 – 2016.

Other Public Company Directorships:

Current: American Airlines Group Inc.

Previous: Goldman Sachs Acquisition Holdings (2018 – 2020); Harris Corporation (2016 – 2019); B/E Aerospace, Inc. (2014 – 2017); TRW Automotive Holdings Corp. (2006 – 2015).

Other Affiliations:

Current: Board of Directors, Aloft Aeroarchitects (formerly PATS Aerospace) and Belcan Corporation; Chairman, National Aeronautic Association; Board of Trustees, Willamette University and the Columbia University School of Engineering; elected member of the International Academy of Aeronautics and the National Academy of Engineering; Senior Advisor, Industrial Development Funding, LLC.

Previous: President, American Institute of Aeronautics and Astronautics; Chairman, Aerospace Industries Association; Member, Air Force Association and Association of the United States Army.

Attributes and Skills: Mr. Albaugh’s executive leadership experience in the aerospace and airline industry, including his experience with complex systems, contracts and governmental oversight, as well as his accounting and financial literacy and public company board and corporate governance experience, enables him to provide valuable insight and perspectives to the Board.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Item 1 Election of Directors (continued)

Amy E. Alving

Age: 59

Director Since: 2018

Committees:

•

Cybersecurity Advisory Subcommittee (Chair);

•

Governance and Nominating Committee (Chair)

Career Highlights and Qualifications: Ms. Alving is the former Senior Vice President and Chief Technology Officer of Leidos Holdings, Inc. (formerly Science Applications International Corporation (SAIC)), one of the nation’s top defense sector providers of hardware, software and services, where she worked from 2005 – 2013. From 2007 – 2013, she was SAIC’s Chief Technology Officer, stepping down when the company separated into two smaller companies. As the company’s senior technologist, she was responsible for the creation, communication and implementation of SAIC’s technical and scientific vision and strategy. Prior to joining SAIC, Ms. Alving was the director of the Special Projects Office (SPO) at the Defense Advanced Research Projects Agency (DARPA) until 2005, where she was a member of the federal Senior Executive Service. Prior to her time at DARPA, Ms. Alving was a White House Fellow for the Department of Commerce serving as a senior technical advisor to the Deputy Secretary of Commerce from 1997 – 1998. Ms. Alving was an aerospace engineering professor at the University of Minnesota from 1990 – 1997.

Other Public Company Directorships:

Current: DXC Technology Company; Federal National Mortgage Association (Fannie Mae).

Previous: Howmet Aerospace (then named Arconic Inc.) (November 2016 – May 2017); Pall Corporation (since acquired by Danaher Corporation) (2010 – 2015).

Other Affiliations:

Current: Member, Air Force Scientific Advisory Board; Member, Council on Foreign Relations; Board of Trustees, Princeton University.

Previous: Member, Defense Science Board.

Attributes and Skills: Ms. Alving is a technology leader whose career spans business, government and academia. She has been the Chief Technology Officer of one of the largest U.S. defense contractors; has led a major element of the military’s research and development enterprise; and has been a tenured faculty member carrying out original research at a major university. Ms. Alving brings to the Board extensive innovation and technology experience across multiple sectors that will help the Company innovate and grow.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Item 1 Election of Directors (continued)

	Sharon R. Barner Age: 64 Director since: 2021 Committee: • Governance and Nominating Committee				Career Highlights and Qualifications: Ms. Barner is currently Vice President, Chief Administrative Officer and Corporate Secretary and Interim Chief Human Resources Officer of Cummins Inc., a global power train and power solutions leader. She previously served as Vice President, General Counsel and Corporate Secretary from 2012 – March 2021. Prior to joining Cummins, from 2009 – 2011, Ms. Barner served as Deputy Under Secretary of Commerce for Intellectual Property and Deputy Director of the United States Patent and Trademark Office, where she was responsible for patent and trademark operations. From 1996 – 2009, Ms. Barner practiced law at Foley & Lardner LLP where she held a number of leadership roles, including as a member of its Executive Management Committee, chair of its Intellectual Property Department, and chair of its Chicago Intellectual Property practice area. Other Public Company Directorships: Previous: Walker Innovations Inc. (2015 – 2018). Other Affiliations: Current: Board of Directors, Eskenazi Health Foundation; Board of Trustees, Foundation for Advancement of Diversity in Intellectual Property Law; Board of Trustees, Syracuse University. Previous: Board of Directors, Association of Corporate Counsel. Attributes and Skills: With more than 30 years of experience, Ms. Barner is an international business leader and lawyer who has assisted public and privately held technology, automotive and life sciences companies in protecting and growing their businesses worldwide. Her legal background, intellectual property knowledge and recognized leadership bring valuable insight and perspectives to the Board.
	Joseph S. Cantie Age: 58 Director since: 2020 Committees: • Audit Committee; • Compensation and Benefits Committee; • Finance Committee				Career Highlights and Qualifications: Mr. Cantie is the former Executive Vice President and Chief Financial Officer of ZF TRW, a division of ZF Friedrichshafen AG (ZF), a position he held from 2015 – 2016. Mr. Cantie previously served in the same roles for TRW Automotive Holdings Corporation from 2003 until the company was acquired by ZF in 2015. From 2001 – 2003, Mr. Cantie was Vice President, Finance for the automotive business of TRW Inc. Mr. Cantie also served as Vice President, Investor Relations for TRW Inc. from 1999 – 2001. From 1996 – 1999, Mr. Cantie served in several executive positions with LucasVarity PLC, including serving as Vice President and Controller. He began his career at KPMG as a certified public accountant. Other Public Directorships: Current: Summit Materials, Inc.; TopBuild Corporation. Previous: Delphi Automotive PLC (2015 – 2017); Delphi Technologies PLC (2017 – 2020). Attributes and Skills: As a seasoned financial executive with years of global public company experience, Mr. Cantie brings valuable expertise in enterprise risk management, automotive supply, and leadership to the Board. Mr. Cantie qualifies as an audit committee financial expert.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Item 1 Election of Directors (continued)

	Robert F. Leduc Age: 66 Director since: 2020 Committee: • Compensation and Benefits Committee (Chair)				Career Highlights and Qualifications: Mr. Leduc is the former President of Pratt & Whitney, a role he held from 2016 – February 2020. Mr. Leduc previously held a number of senior executive roles over 38 years at United Technologies Corporation, including President of Sikorsky in 2015. He began his career in aerospace engineering at Pratt & Whitney, holding roles of increasing leadership responsibility in program management, strategy and customer support, including serving as Senior Vice President, Engine Programs & Customer Support from 1995 – 2000, President of Large Commercial Engines and Chief Operating Officer from 2000 – 2004, President of Flight Systems and Classified Programs at Hamilton Sundstrand from 2004 – 2010, President of Boeing 787, Space Systems & U.S. Government Classified Programs from 2010 – 2012, and as President of Boeing Programs & Space beginning in 2012. Other Public Directorships: Current: AAR Corporation; JetBlue Airways Corporation Other Affiliations: Current: Consulting Partner, Advent International; Co-Founder, Robert and Jeanne Leduc Center of Civic Engagement, University of Massachusetts Dartmouth. Previous: Board of Directors, Connecticut Science Center. Attributes and Skills: With decades of senior leadership experience, Mr. Leduc brings to the Board extensive knowledge of aerospace, program execution, systems integration, long-cycle investments and customer value creation.
	David J. Miller Age: 43 Director since: 2017 Committee: • Finance Committee				Career Highlights and Qualifications: Mr. Miller is an Equity Partner and Senior Portfolio Manager at Elliott Management Corporation, a New York-based investment fund with over $45 billion in assets under management, where he is responsible for investments across the capital structure and spanning multiple industries. Mr. Miller joined Elliott in 2003 after working in M&A and financing advisory roles at Peter J. Solomon Company. Other Directorships: Current: Peabody Energy Corporation. Previous: Board of Managers, JCIM, LLC (2008 – 2013); ISCO International Inc. (2009 – 2010); SemGroup Energy Partners LP / SemGroup Energy Partners GP, LLC (2008 – 2009). Other Affiliations: Current: Board of Directors, Acosta, Inc., Brazilian American Automotive Group, Inc. and Futures and Options. Attributes and Skills: Mr. Miller’s investment expertise, his understanding of financial strategy and his in-depth knowledge of restructuring matters provide valuable perspective to the deliberations of the Board.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Item 1 Election of Directors (continued)

	Jody G. Miller Age: 64 Director since: 2020 Committees: • Cybersecurity Advisory Subcommittee; • Governance and Nominating Committee				Career Highlights and Qualifications: Ms. Miller is the Co-Founder and Co-Chief Executive Officer of Business Talent Group (BTG), a global marketplace for top independent professionals doing project-based work. She founded the organization in 2007. In April of 2021, BTG was acquired by Heidrick & Struggles, Inc. Prior to founding BTG, Ms. Miller served as a Venture Partner with venture capital firm Maveron from 2000 – 2007. From 1995 – 1999, Ms. Miller held various positions at Americast, Disney’s digital television venture, including as Acting President and Chief Operating Officer. Ms. Miller also served in the White House as Special Assistant to the President during the Clinton Administration from 1993 – 1995 and as a White House Fellow at the Department of Treasury from 1990 – 1992. Ms. Miller began her career at Cravath, Swaine & Moore. Other Public Directorships: Current: LKQ Corporation. Previous: Capella Education Company (2000 – 2018); TRW Inc. (2005 – 2015). Other Affiliations: Current: Advisory Board, Drucker Institute; Board Member, Peer Health Exchange, Inc. Previous: Board of Directors, Imbellus Inc.; and Board Member, National Campaign to Prevent Teenage and Unplanned Pregnancy. Attributes and Skills: An outspoken thought leader, Ms. Miller brings to the board a fresh perspective on the evolving talent marketplace. Ms. Miller’s entrepreneurial and leadership experience is an important asset to the Board.
	Nicole W. Piasecki Age: 60 Director since: 2020 Committees: • Compensation and Benefits Committee; • Cybersecurity Advisory Subcommittee				Career Highlights and Qualifications: Ms. Piasecki is the former Vice President and General Manager of the Propulsion Systems Division of Boeing Commercial Airplanes, a position she held from 2013 – 2017. During 25 years with The Boeing Company beginning in 1992, Ms. Piasecki held a number of senior roles, including Senior Vice President of Business Development & Strategic Integration and Vice President of Business Strategy and Marketing for Boeing Commercial Airplanes. She also served as President of Boeing Japan. Other Public Directorships: Current: Weyerhaeuser Co. Other Affiliations: Current: Executive Chairman, VEA Aviation Inc., Chair of the Board of Trustees, Seattle University; Board of Directors, BAE Systems PLC.; Board of Directors, The Stimson Center; Advisor, Mitsubishi Heavy Industries in Tokyo. Previous: Federal Aviation Authority’s Management Advisory Council; Board of Directors, Federal Reserve Bank, Seattle Branch; Board of Governors, American Chamber of Commerce of Japan. Attributes and Skills: With decades of experience in senior management positions at a multi-billion dollar aviation company, Ms. Piasecki brings cultivated industry knowledge and valuable business expertise to the Board.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Item 1 Election of Directors (continued)

	John C. Plant Chair of the Board Since: 2017 Age: 68 Director since: 2016				Career Highlights and Qualifications: Mr. Plant is the Chief Executive Officer of Howmet Aerospace Inc. Mr. Plant served as the Company’s Co-Chief Executive Officer from April 2020 – October 2021 and its Chief Executive Officer from February 2019 – April 2020. Mr. Plant was Chairman of the Board (2011 – 2015), and President and Chief Executive Officer (2003 – 2015) of TRW Automotive, which was acquired by ZF Friedrichshafen AG in 2015. Under his leadership, TRW employed more than 65,000 people in approximately 190 major facilities around the world and was ranked among the top 10 automotive suppliers globally. Mr. Plant was a co-member of the Chief Executive Office of TRW Inc. from 2001 – 2003 and an Executive Vice President of TRW from the company’s 1999 acquisition of Lucas Varity to 2003. Prior to TRW, Mr. Plant was President of Lucas Varity Automotive and managing director of the Electrical and Electronics division from 1991 – 1997. Other Public Directorships: Current: Jabil Circuit Corporation; Masco Corporation. Previous: Chairman, TRW Automotive (2011 – 2015), Board of Directors, Gates Industrial Corporation PLC (2017 – 2019). Other Affiliations: Current: Fellow, Institute of Chartered Accountants. Attributes and Skills: Mr. Plant has had a distinguished career in the automotive industry spanning nearly 40 years. His industry knowledge provides a strong background from which Howmet Aerospace can benefit. His leadership and succession of key executive roles provide strategic and operational perspectives to the deliberations of the Board.
	Ulrich R. Schmidt Age: 72 Director since: 2016 Committees: • Audit Committee (Chair); • Finance Committee (Chair)				Career Highlights and Qualifications: Mr. Schmidt is the former Executive Vice President and Chief Financial Officer of Spirit Aerosystems Holdings, Inc. Prior to Spirit Aerosystems, he served as Executive Vice President and Chief Financial Officer of Goodrich Corporation from 2000 – 2005, and as Vice President, Finance and Business Development, Goodrich Aerospace, from 1994 – 2000. Prior to joining Goodrich, he held senior level roles at a variety of companies, including Invensys Limited, Everest & Jennings International Limited and Argo-Tech Corporation. Other Directorships: Previous: Precision Castparts Corporation (2007 – 2016). Attributes and Skills: Mr. Schmidt has extensive executive and business experience at the board and CFO level in both public and privately held companies. His extensive background in the aerospace industry, coupled with his financial management and strategic planning and analysis foundation in a variety of operating and international assignments, provides Howmet Aerospace with valuable insight and industry experience. Mr. Schmidt qualifies as an audit committee financial expert.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Item 1 Election of Directors (continued)

Nominating Board Candidates—Procedures and Director Qualifications

Shareholder Recommendations for Director Nominees

Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: Howmet Aerospace Inc., Governance and Nominating Committee, c/o Corporate Secretary’s Office, 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and Bylaws. The committee will consider all candidates recommended by shareholders in compliance with the foregoing procedures and who satisfy the minimum qualifications for director nominees and Board member attributes.

Shareholder Nominations

The Company’s Certificate of Incorporation and Bylaws provide that any shareholder entitled to vote at an annual meeting of shareholders may nominate one or more director candidates for election at that annual meeting by following certain prescribed procedures. The shareholder must provide to Howmet Aerospace’s Corporate Secretary timely written notice of the shareholder’s intent to make such a nomination or nominations. In order to be timely, the shareholder must provide such written notice not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. The notice must contain all of the information required in the Company’s Certificate of Incorporation and Bylaws. Any such notice must be sent to our principal executive offices: Howmet Aerospace Inc., Corporate Secretary’s Office, 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary.howmet.com. For the 2023 Annual Meeting, such notice must be delivered no earlier than January 25, 2023 and no later than February 24, 2023.

Subject to the terms and conditions set forth in the Company’s Bylaws, shareholder nominations for candidates for election at the 2023 Annual Meeting of Shareholders, which the shareholder wishes to include in the Company’s proxy materials relating to the 2023 Annual Meeting, must be received by the Company at the above address no earlier than November 9, 2022 and no later than December 9, 2022, together with all information required to be provided by the shareholder in accordance with the proxy access provision in the Bylaws.

Minimum Qualifications for Director Nominees and Board Member Attributes

The Governance and Nominating Committee has adopted Criteria for Identification, Evaluation and Selection of Directors:

1.

Directors must have demonstrated the highest ethical behavior and must be committed to the Company’s values.

2.

Directors must be committed to seeking and balancing the legitimate long-term interests of all of the Company’s shareholders, as well as its other stakeholders, including its customers, employees and the communities where the Company has an impact. Directors must not be beholden primarily to any special interest group or constituency.

3.

It is the objective of the Board that all non-management directors be independent. In addition, no director should have, or appear to have, a conflict of interest that would impair that director’s ability to make decisions consistently in a fair and balanced manner.

4.

Directors must be independent in thought and judgment. They must each have the ability to speak out on difficult subjects; to ask tough questions and demand accurate, honest answers; to constructively challenge management; and at the same time, act as an effective member of the team, engendering by his or her attitude an atmosphere of collegiality and trust.

5.

Each director must have demonstrated excellence in his or her area and must be able to deal effectively with crises and to provide advice and counsel to the Chief Executive Officer and his or her peers.

6.

Directors should have proven business acumen, serving or having served as a chief executive officer, or other senior leadership role, in a significant, complex organization; or serving or having served in a significant policy-making or leadership position in a well-respected, nationally or internationally recognized educational institution, not-for-profit organization or governmental entity; or having achieved a widely recognized position of leadership in the director’s field of endeavor which adds substantial value to the oversight of material issues related to the Company’s business.

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HOWMET AEROSPACE | 2022 Proxy Statement

Environmental and Social Responsibility

Howmet Aerospace is committed to improving our environmental footprint, creating a work environment where all employees can thrive, investing in the communities where we operate, and maintaining good governance practices. These values, which are specified in our Code of Conduct, form the basis of our environmental, social and governance (ESG) plans and are reflected in our daily work. Central to this effort is addressing the needs of the industries we serve, where our customers are seeking to reduce their environmental impacts and carbon footprints. Our proprietary technologies help customers meet their sustainability goals by reducing the fuel consumption of their aircraft and truck fleets.

Our approach and efforts related to ESG matters are detailed in the Company’s annual ESG Report and are guided by the following:

Customer

Operational

Supply Chain

~~Recommendation of the Board of Directors~~

Enable our customers to achieve their sustainability goals through our sustainable product development and innovations – our products reduce fuel consumption and improve efficiencies.

Reduce our environmental footprint by enhancing efficiency, act on our social responsibility and keep our people safe, empowered and engaged.

1

Drive sustainability into our suppliers’ processes and practices and leverage their expertise to achieve our sustainability goals.

The Company’s ESG Report can be found at www.howmet.com/esg-report. Information on our website, including the Company’s ESG Report or sections thereof, is not, and will not be deemed to be, a part of this proxy statement or incorporated into any of our other filings with the SEC. The ESG Report is prepared in accordance with the recommendations from the Task Force on Climate-related Financial Disclosure (TCFD), Sustainability Accounting Standards Board for the A&D Industry (SASB) and Global Reporting Initiative (GRI) standards among other guiding standards.

		Management Focus				Board Oversight
	~~Questions~~	ESG has the full attention of the organization at every level. Key ESG metrics are reviewed on a regular basis, including quarterly updates with the CEO and ~~Answers About~~senior leadership, and ESG goals and plans are reviewed at least annually. In 2021, we identified and funded more than 100 projects that are expected to deliver a reduction in our greenhouse has (GHG) emissions of 21.5% based on our projected business volumes by 2024, and we will prepare comprehensive plans to further reduce our GHG emissions by 2030 that will take us closer to the ~~Special Meeting and Voting~~possibility of net-zero by 2050.				Our Board is equally committed to the Company’s ESG goals and maintains oversight over ESG matters at the full Board level and through various Board committees. The full Board reviews our comprehensive ESG program at least annually. In addition, our Board and CEO meet to review the talent in key positions across our Company, update our succession strategy and leadership pipeline for key roles, including the CEO, and assess the adequacy of our workforce to meet business challenges and future growth required for our long-term corporate strategy. The Board also receives updates and presentations on key topics, including diversity, equity and inclusion and employee development and succession.		2

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HOWMET AEROSPACE | 2022 Proxy Statement

Environmental and Social Responsibility (continued)

Some highlights of the Company’s annual ESG Report* are as follows:

Health and Safety

Climate Change

Waste and Spills

~~PROPOSALS~~

Zero employee and contractor fatalities. Total recordable incidents remained constant with 2020 and there was an 8% decline in our days away, restricted and transfer rate compared to 2020.

A 6.2% decrease in GHG emissions, 3.0% decline in energy consumption and 10.8% decrease in water use, each as compared to 2020.

6

Landfilled waste decreased by 6.8% compared to 2020, and we had no spills outside of containment.

~~The Proposals~~

COVID-19

Products

6

Stakeholder and
Community Engagement

~~Certain Risks Associated~~

When COVID-19 vaccines became available for the general population, we strongly encouraged our employees to become vaccinated. As a result, we achieved a 79% vaccination rate among our employees, with ~~the Reincorporation~~59 global and 21 U.S. locations achieving vaccination rates above 80%.

Materials and cooling techniques that we developed enable aerospace engines to run hotter and under higher pressures, increasing fuel efficiency. For aerospace and defense engines, our single crystal airfoils with advanced cooling schemes operate in environments 392°F above the melting point of the metals.

7

In 2021, Howmet Aerospace Foundation disbursed more than $4.7 million in STEM-focused grants. These included $1.8 million to the Carnegie Science Center in Pittsburgh, Pennsylvania for the “Our Destiny in Space” exhibition and the “Flight Path to Career and Community Readiness” initiative.

~~General Information~~

7Diversity, Equity and Inclusion

~~Reasons for~~

We believe that by providing a workplace that fosters diversity, equity and inclusion, we build more effective teams, encourage innovation, and can better attract and retain top talent. Diversity, equity and inclusion is not only a legal and social imperative, but also a business imperative that is key to our future success. We aim to create a workplace that reflects the ~~Reincorporation~~

8diverse communities in which we live and operate and that will empower our employees to achieve their highest potential.

~~Background~~

8Our talent program includes investing in our future leaders, inclusive hiring, and leadership training. We have partnered with several non-profit and community organizations that build future talent and engage diverse talent through a variety of networks.

~~Reasons~~

We provided leadership and awareness training to provide a strong foundation for ~~Reincorporation~~building a diverse, equitable and inclusive organization. In 2021, 164 women and diverse employees participated in ~~Delaware~~

8our leadership training programs and we facilitated 13 diversity awareness training events and sponsored 33 placements at conferences focused on developing women. Through these and other focused efforts, we have improved the diversity of our leadership and our overall workforce, specifically in the representation of women and diverse employees.

~~Changes~~

We have expanded our diversity, equity, and inclusion initiatives through investments in institutions serving minority populations, outreach programs, and employee engagement through participation in our Employee Resource Groups (ERGs). Our ERGs, which are voluntary, employee-led groups sponsored by our senior leaders, are fundamental to building our culture of inclusion. The ERGs are focused on Women, LGBTQ+, African Heritage, Hispanic, Veteran, Next Generation, and European Diversity. These networks help connect employees with diverse backgrounds and perspectives to drive inclusion through collaboration, education and sponsorship. In 2021, ERG membership grew by 32%, and we currently have 812 active ERG members. Through our ERGs’ active involvement in our local communities and collaboration with the ~~Business of the Company as a Result of the Reincorporation~~Howmet Aerospace Foundation, we have funded $14.9 million in grants, including quality and science, technology, engineering, and mathematics (STEM) focused grants for underrepresented individuals and organizations.

*

Since the Company separated from Arconic Corporation in April 2020, the 2020 ESG metrics referenced herein do not include Arconic Corporation.

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Corporate Governance

Howmet Aerospace is a values-based company. Our values guide our behavior at every level and apply across the Company on a global basis. The Board has adopted a number of policies to support our values and good corporate governance, which we believe are important to the success of our business and in advancing shareholder interests. We highlight below certain of our corporate governance practices and features:

	Board Independence and Accountability
	Board Independence				✓ 9 of our 10 directors are independent. Our Chief Executive Officer, John C. Plant (who is also Executive Chairman) is our sole employee director.
	9Board Leadership				✓ Current Board leadership structure comprises an Executive Chairman of the Board, an independent Lead Director and independent chairs of each Board committee. ✓ The independent Lead Director has substantial responsibilities, including presiding at all meetings of the Board at which the Executive Chairman is not present, and presiding at executive sessions of the independent directors.
	Board Engagement				✓ Attendance: • All directors attended more than 75% of Board and their respective Committee meetings in 2021; director attendance in 2021 averaged 97.4%. • All directors are expected to attend the annual meeting of shareholders. ✓ Independent directors meet in executive session at every regular Board and Board committee meeting.
	Board Composition and Diversity				✓ Directors have a diversity of experience that spans a broad range of industries. ✓ Directors have a broad array of attributes and skills directly relevant to the Company and its businesses. ✓ 4 of our 10 directors are female, and 1 director is racially/ethnically diverse. ✓ See “Item 1 Election of Directors” for additional information.
	Board Committees				✓ Fully independent Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees, as well as an independent Cybersecurity Advsiory Subcommittee. ✓ Each committee has a written charter that is reviewed on an annual basis and available on our website.
	Board Accountability				✓ Annual elections of all directors. ✓ Majority voting standards for election of directors. ✓ Annual certification of compliance with the Business Conduct and Conflict of Interest Survey and related governance and ethics policies. ✓ Annual Say-on-Pay vote. ✓ Annual shareholder ratification of the Audit Committee’s selection of our independent auditor. ✓ No supermajority voting provisions in the Company’s Certificate of Incorporation or Bylaws.
	Responsiveness to Shareholders				✓ Following each annual meeting of shareholders, the appropriate committees of the Board consider the vote outcomes of the management and shareholder proposals and, depending on those vote outcomes, may recommend proposed courses of action.
	Proxy Access				✓ Shareholders may nominate director candidates to the Board and include those nominees in the Company’s proxy statement in accordance with the Company’s Bylaws.
	Shareholders Action				✓ Shareholders are permitted to call special meetings in accordance with the Company’s Certificate of Incorporation and Bylaws. ✓ Shareholders may act by written consent in accordance with the Company’s Certificate of Incorporation and Bylaws.

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Corporate Governance (continued)

	Board Effectiveness
	Board, Committee and Director Evaluations				✓ Annual Board and Committee self-evaluation process. ✓ Annual director performance evaluations. ✓ Ongoing assessment of corporate governance best practices appropriate for Howmet Aerospace.
	Overboarding Limits				✓ Directors are subject to overboarding limitations as a general rule in accordance with our Corporate Governance Guidelines.
	Shareholder Engagement				✓ Directors are committed to meaningful engagement with shareholders and welcome input and suggestions. ✓ Board members routinely meet with top shareholders for conversations focused on Board skills, diversity and its oversight on a variety of topics, including company strategy, growth, compensation, and environmental, social and governance (ESG) matters.
	Board Oversight of Risk and ESG Programs				✓ Our full Board is responsible for risk oversight and the Board committees oversee certain key risks relating to their areas. ✓ The Board and Board committees provide oversight of ESG risks and opportunities, including review of ESG strategies and challenges. ✓ The Company publishes an annual Environmental, Social and Governance Report. See “Environmental and Social Responsibility” section for additional information.
	Succession Planning				✓ The Board oversees and engages in Board and executive succession planning.
	Alignment with Shareholder Interests
	Claw-back and Short Sales, Hedging, Margin Accounts and Pledging Policies				✓ Our annual cash incentive compensation plan and our stock incentive plans contain claw-back provisions, providing for Company reimbursement of incentive compensation from executive officers in certain circumstances. ✓ Short sales of Company securities and derivative or speculative transactions in Company securities are prohibited. ✓ Purchase or use of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities, is prohibited. ✓ Directors and Section 16 officers are prohibited from holding Company securities in margin accounts or pledging Company securities as collateral.
	Stock Ownership				✓ Non-employee directors and executive officers are subject to robust stock ownership guidelines: • Non-employee directors must retain equity of at least $750,000 in value until retirement. • Executives are required to hold substantial equity in the Company until retirement, including equity equal in value to six-times base salary for our CEO.

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Corporate Governance (continued)

Communications with Directors

The Board of Directors is committed to meaningful engagement with Howmet Aerospace shareholders and welcomes input and suggestions. Shareholders and other interested parties wishing to contact the Executive Chairman, independent Lead Director, individual directors, or the independent directors as a group may do so by sending a written communication to the attention of the Independent Lead Director c/o Howmet Aerospace Inc., Corporate Secretary’s Office, 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com.

To communicate issues or complaints regarding questionable accounting, internal accounting controls or auditing matters, send a written communication to the Audit Committee c/o Howmet Aerospace Inc., Corporate Secretary’s Office, 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com.

Alternatively, you may place an anonymous, confidential, toll-free call in the United States to Howmet Aerospace’s Integrity Line at 1-844-932-1021. For a listing of Integrity Line telephone numbers outside the United States, go to http://www.howmet.com under “About Us—Our Fundamentals—Ethics and Compliance—Speak-Up Culture—Howmet Aerospace Integrity Line.”

Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate, depending upon the facts and circumstances outlined in the communication. The Board of Directors has asked the Corporate Secretary’s Office to submit to the Board all communications received, excluding only those items that are not related to Board duties and responsibilities, such as junk mail and mass mailings; product complaints and product inquiries; new product or technology suggestions; job inquiries and resumes; advertisements or solicitations; and surveys.

Director Independence

In the Company’s Corporate Governance Guidelines, the Board recognizes that independence depends not only on directors’ individual relationships, but also on the directors’ overall attitude. Providing objective, independent judgment is at the core of the Board’s oversight function. Under the Company’s Director Independence Standards, which conform to the corporate governance listing standards of the New York Stock Exchange, a director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with the Company or any subsidiary in the consolidated group. The Director Independence Standards comprise a list of all categories of material relationships affecting the determination of a director’s independence. Any relationship that falls below a threshold set forth in the Director Independence Standards, or is not otherwise listed in the Director Independence Standards, and is not required to be disclosed under Item 404(a) of SEC Regulation S-K, is deemed to be an immaterial relationship.

The Board has affirmatively determined that all the directors are independent except Mr. Plant, who is employed by the Company and therefore does not meet the independence standards set forth in the Director Independence Standards. In the course of its determination regarding independence, the Board did not find any material relationships between the Company and any of the directors, other than Mr. Plant’s employment.

Voting for Directors

Howmet Aerospace’s Certificate of Incorporation and Bylaws provide a majority voting standard for election of directors in uncontested elections. If the number of shares voted “for” an incumbent director’s election does not exceed fifty percent (50%) of the number of votes cast with respect to that director’s election (with votes cast including votes against in each case and excluding abstentions and broker nonvotes with respect to that director’s election) in an uncontested election, the nominee must promptly tender his or her resignation, and the Board will decide, through a process managed by the Governance and Nominating Committee and excluding the nominee, whether to accept or reject the resignation at its next regularly scheduled Board meeting. The Board’s explanation of its decision will be promptly disclosed in accordance with SEC rules and regulations. Any director nominee not already serving on the Board who fails to receive a majority of votes cast in an uncontested election will not be elected to the Board. An election of directors is considered to be contested if the number of candidates for election as directors exceeds the number of directors to be elected, with the determination being made in accordance with the Bylaws.

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Corporate Governance (continued)

Related Person Transactions

Review, Approval and Ratification of Transactions with Related Persons

The Company has a written Related Person Transaction Approval Policy regarding the review, approval and ratification of transactions between the Company and related persons. The policy applies to any transaction in which the Company or a Company subsidiary is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. A related person means any director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family member of any such person.

Under this policy, reviews are conducted by management to determine which transactions or relationships should be referred to the Governance and Nominating Committee for consideration. The Governance and Nominating Committee then reviews the material facts and circumstances regarding a transaction and determines whether to approve, ratify, revise or reject a related person transaction, or to refer it to the full Board or another committee of the Board for consideration. The Company’s Related Person Transaction Approval Policy operates in conjunction with other aspects of the Company’s compliance program, including its Business Conduct Policies, which require that all directors, officers and employees have a duty to be free from the influence of any conflict of interest when they represent the Company in negotiations or make recommendations with respect to dealings with third parties, or otherwise carry out their duties with respect to the Company.

The Board has considered the following types of potential related person transactions and pre-approved them under the Company’s Related Person Transaction Approval Policy as not presenting material conflicts of interest:

(i)

employment of Howmet Aerospace executive officers (except employment of a Howmet Aerospace executive officer that is an immediate family member of another Howmet Aerospace executive officer, director, or nominee for director) as long as the Compensation and Benefits Committee has approved the executive officers’ compensation;

(ii)

director compensation that the Board has approved;

(iii)

any transaction with another entity in which the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the other entity’s total annual revenues, if a related person’s interest arises only from:

(a)

such person’s position as an employee or executive officer of the other entity; or

(b)

such person’s position as a director of the other entity; or

(c)

the ownership by such person, together with his or her immediate family members, of less than a 10% equity interest in the aggregate in the other entity (other than a partnership); or

(d)

both such position as a director and ownership as described in (b) and (c) above; or

(e)

such person’s position as a limited partner in a partnership in which the person, together with his or her immediate family members, have an interest of less than 10%;

(iv)

charitable contributions in which a related person’s only relationship is as an employee (other than an executive officer), or a director or trustee, if the aggregate amount involved does not exceed the greater of $250,000 or 2% of the charitable organization’s total annual receipts;

(v)

transactions, such as the receipt of dividends, in which all shareholders receive proportional benefits;

(vi)

transactions involving competitive bids;

(vii)

transactions involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and

(viii)

transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

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Corporate Governance (continued)

Transactions with Related Persons in 2021

Based on information provided by the directors, the executive officers, and the Company’s legal department, the Governance and Nominating Committee determined that there are no material related person transactions to be reported in this proxy statement. We indemnify our directors and officers to the fullest extent permitted by law against personal liability in connection with their service to the Company. This indemnity is required under the Company’s Certificate of Incorporation and the Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation and Benefits Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation and Benefits Committee.

Compensation Consultants

In 2021, the Compensation and Benefits Committee directly retained Compensation Advisory Partners (CAP) as its independent compensation consultant. See “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy and Design—Executive Compensation Design Relies on a Diversified Mix of Pay Elements and Targets the Market Median—Use of Independent Compensation Consultant”. The committee assessed CAP’s independence and found no conflict of interest. In its assessment, the committee took into account the following factors: CAP provides no other services to the Company; the amount of fees received from the Company by CAP as a percentage of CAP’s total revenue; the policies and procedures that CAP has in place to prevent conflicts of interest; any business or personal relationships between the consultants at CAP performing consulting services and any Compensation and Benefits Committee members or any executive officer; and any ownership of Company stock by the consultants.

Recovery of Incentive Compensation

The Board of Directors adopted the following policy in 2006:

If the Board learns of any misconduct by an executive officer that contributed to the Company having to restate all or a portion of its financial statements, it shall take such action as it deems necessary to remedy the misconduct, prevent its recurrence and, if appropriate, based on all relevant facts and circumstances, take remedial action against the wrongdoer in a manner it deems appropriate. In determining what remedies to pursue, the Board shall take into account all relevant factors, including whether the restatement was the result of negligent, intentional or gross misconduct. The Board will, to the full extent permitted by governing law, in all appropriate cases, require reimbursement of any bonus or incentive compensation awarded to an executive officer or effect the cancellation of unvested restricted or deferred stock awards previously granted to the executive officer if: (a) the amount of the bonus or incentive compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement; (b) the executive engaged in intentional misconduct that caused or partially caused the need for the restatement; and (c) the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded. In addition, the Board may dismiss the executive officer, authorize legal action for breach of fiduciary duty or take such other action to enforce the executive’s obligations to Howmet Aerospace as the Board determines fit the facts surrounding the particular case. The Board may, in determining appropriate remedial action, take into account penalties or punishments imposed by third parties, such as law enforcement agencies, regulators or other authorities. The Board’s power to determine the appropriate punishment for the wrongdoer is in addition to, and not in replacement of, remedies imposed by such entities.

The 2013 Howmet Aerospace Stock Incentive Plan, as Amended and Restated, the Howmet Aerospace Inc. 2020 Annual Cash Incentive Plan, and the 2009 Alcoa Stock Incentive Plan each contains recoupment provisions consistent with this policy.

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Corporate Governance (continued)

Business Conduct Policies and Code of Ethics

The Company’s Business Conduct Policies, which have been in place for many years, apply to the directors, officers and employees of the Company, as well as those of our controlled entities. The Business Conduct Policies provide that such individuals shall comply with: all laws and regulations that are applicable to the Company’s activities; the Company’s Code of Conduct; and all applicable Company policies and procedures. The Company’s Code of Conduct is our roadmap for leading with integrity, guiding how we work with one another, conduct business, build our partnerships, protect our assets and support our communities.

The Company also has a Code of Ethics applicable to the CEO, CFO and other Financial Professionals, including the principal accounting officer. Only the Audit Committee can amend or grant waivers from the provisions of the Company’s Code of Ethics, and any such amendments or waivers will be posted promptly at http://www.howmet.com. To date, no such amendments have been made or waivers granted.

Our Corporate Governance Documents

The following documents, as well as additional corporate governance Information and materials, are available on our website at http://www.howmet.com under “Investors—Corporate Governance—Governance and Policies”:

•

Certificate of Incorporation

•

Bylaws

•

Board Confidentiality Policy

•

Corporate Governance Guidelines

•

Director Independence Standards

•

Anti-Corruption Policy

•

Business Conduct Policies

•

Code of Conduct

•

Code of Ethics for the CEO, CFO and Other Financial Professionals

•

Policy for Hiring Members (or Former Members) of Independent Public Auditors

•

Human Rights Policy

•

Insider Trading Policy

•

Related Person Transaction Approval Policy

In addition, the following documents are available on our website at https://www.howmet.com under “Investors—Corporate Governance—Board Committees”:

•

Charters of each of our Board committees and subcommittee

The Company’s annual ESG Report can be found at www.howmet.com/esg-report.

Copies of these documents are also available in print form at no charge by sending a request to Howmet Aerospace Inc., Corporate Secretary’s Office, 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com.

Information on our website, including the Company’s ESG Report or sections thereof, is not, and will not be deemed to be, a part of this proxy statement or incorporated into any of our other filings with the SEC.

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Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm

Under its written charter, the Audit Committee of the Board of Directors has sole authority and is directly responsible for the appointment, retention, compensation, oversight, evaluation and termination of the independent registered public accounting firm retained to audit the Company’s financial statements.

The Audit Committee annually evaluates the qualifications, performance and independence of the Company’s independent auditors. Based on its evaluation, the Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. PricewaterhouseCoopers LLP or its predecessor firms have served continuously as the Company’s independent auditors since 1950. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

The Audit Committee is responsible for the approval of the engagement fees and terms associated with the retention of PricewaterhouseCoopers LLP. In addition to assuring the regular rotation of the lead audit partner as required by law, the Audit Committee is involved in the selection and evaluation of the lead audit partner and considers whether, in order to assure continuing auditor independence, there should be a regular rotation of the independent registered public accounting firm.

Although the Company’s Bylaws do not require that we seek shareholder ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, we are doing so as a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP.

Representatives of PricewaterhouseCoopers LLP are expected to be present on the live webcast of the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions by shareholders.

The Board of Directors recommends a vote “FOR” ITEM 2, to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022.

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Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm (continued)

Report of the Audit Committee

In accordance with its written charter, the Audit Committee of the Board of Directors is responsible for assisting the Board to fulfill its oversight of:

•

the integrity of the Company’s financial statements and internal controls;

•

the Company’s compliance with legal and regulatory requirements;

•

the independent auditors’ qualifications and independence; and

•

the performance of the Company’s internal audit function and independent auditors.

It is the responsibility of the Company’s management to prepare the Company’s financial statements and to develop and maintain adequate systems of internal accounting and financial controls. The Company’s internal auditors are responsible for conducting internal audits intended to evaluate the adequacy and effectiveness of the Company’s financial and operating internal control systems.

PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for 2021 (the “independent auditors”), is responsible for performing independent audits of the Company’s consolidated financial statements and internal control over financial reporting and issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America (GAAP) and on the effectiveness of the Company’s internal control over financial reporting. The independent auditors also review the Company’s interim financial statements in accordance with applicable auditing standards.

In evaluating the independence of PricewaterhouseCoopers LLP, the Audit Committee has (i) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the audit firm’s communications with the Audit Committee concerning independence; (ii) discussed with PricewaterhouseCoopers LLP the firm’s independence from the Company and management; and (iii) considered whether PricewaterhouseCoopers LLP’s provision of non-audit services to the Company is compatible with the auditor’s independence. In addition, the Audit Committee has assured that the lead audit partner is rotated at least every five years in accordance with Securities and Exchange Commission (SEC) and PCAOB requirements, and considered whether there should be a regular rotation of the audit firm itself in order to assure the continuing independence of the outside auditors. The Audit Committee has concluded that PricewaterhouseCoopers LLP is independent from the Company and its management.

The Audit Committee has reviewed with the independent auditors and the Company’s internal auditors the overall scope and specific plans for their respective audits, and the Audit Committee regularly monitored the progress of both in assessing the Company’s compliance with internal and disclosure controls over financial reporting, including their findings, required resources and progress to date.

At every regular meeting, the Audit Committee meets separately, and without management present, with the independent auditors and the Company’s chief internal audit executive to review the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s accounting and financial reporting. The Audit Committee also meets separately at its regular meetings with the Chief Financial Officer and the Chief Legal Officer.

The Audit Committee has met and discussed with management and the independent auditors the fair and complete presentation of the Company’s financial statements. The Audit Committee has also discussed and reviewed with the independent auditors all communications required by applicable requirements of the PCAOB and the SEC. The Audit Committee has discussed significant accounting policies applied in the financial statements, as well as alternative treatments. Management has represented that the consolidated financial statements have been prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with both management and the independent auditors.

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Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm (continued)

Relying on the foregoing reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board approved, inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC. In addition, the Audit Committee has approved, subject to shareholder ratification, the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022.

The Audit Committee
Ulrich R. Schmidt, Chair
James F. Albaugh
Joseph S. Cantie

April 8, 2022

Audit and Non-Audit Fees

The following table shows fees incurred for professional services rendered by PricewaterhouseCoopers LLP (PwC) for the past two fiscal years ended December 31 (in millions):

Fees for Services Provided	2021			20201
Audit Fees		$	6.6		$	7.5
Audit-Related Fees		$	0.1		$	0.3
Tax Fees		$	0.0		$	0.1
All Other Fees		$	0.0		$	0.0

1

The separation of Arconic Inc. into two standalone, publicly-traded companies—Howmet Aerospace Inc. (the new name for Arconic Inc.) and Arconic Corporation—became effective on April 1, 2020. The 2020 fees shown in the table relate to audit and non-audit fees incurred by Arconic Inc. prior to the separation and Howmet Aerospace post separation.

The Audit Committee has adopted policies and procedures for pre-approval of audit, audit-related, tax and other services, and for pre-approval of fee levels for such services. See “Attachment A—Pre-Approval Policies and Procedures for Audit and Non-Audit Services” on page 70. All services set forth in the table above were approved by the Audit Committee before being rendered.

Audit Fees are comprised of the base audit fee (including statutory audit fees), effects of foreign currency exchange rfates on the base audit fee, and scope adjustments to the base audit requirements. The decrease in audit fees from 2020 to 2021 was principally a result of the Arconic Inc. separation into Howmet Aerospace Inc. and Arconic Corporation.

Audit-Related Fees include agreed-upon or expanded audit procedures for accounting or regulatory requirements.

Tax Fees include U.S. federal, state and local tax support, international tax support, and review and preparation of tax returns.

All Other Fees include subscriptions for online resources available from PwC.

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Item 3 Advisory Approval of Executive Compensation

As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Board of Directors is asking you to approve, on an advisory basis, the Company’s executive compensation programs and policies and the resulting 2021 compensation of the individuals listed in the “2021 Summary Compensation Table” (our “named executive officers” or “NEOs”), as described in this proxy statement.

Because the vote is advisory, the result will not be binding on the Compensation and Benefits Committee and it will not affect, limit or augment any existing compensation or awards. The Compensation and Benefits Committee will, however, take into account the outcome of the vote when considering future compensation arrangements.

The Board has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis, at least until the next required advisory vote on the frequency of shareholder votes in 2023. The next advisory vote on executive compensation will occur at the 2023 Annual Meeting of Shareholders.

We believe you should read the Compensation Discussion and Analysis and the compensation tables in determining whether to approve this proposal.

The Board of Directors recommends approval of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion, is hereby APPROVED.

The Board of Directors recommends a vote “FOR” ITEM 3, to approve, on an advisory basis, the compensation of the Company’s named executive officers, as stated in the above resolution.

Compensation Committee Report

The Compensation and Benefits Committee has:

1.

reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement; and

2.

based on the review and discussions referred to in paragraph (1) above, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the 2022 Annual Meeting of Shareholders.

The Compensation and Benefits Committee
Robert F. Leduc, Chair
Joseph S. Cantie
Nicole W. Piasecki

April 8, 2022

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) includes the compensation and benefits of our named executive officers (NEOs) with respect to fiscal year 2021 and the related decisions made by the Compensation and Benefits Committee (the “Compensation Committee”). For 2021, our NEOs are:

	John C. Plant			Executive Chairman and Chief Executive Officer
	Kenneth J. Giacobbe			Executive Vice President and Chief Financial Officer
	Neil E. Marchuk			Executive Vice President and Chief Human Resources Officer
	Lola F. Lin			Executive Vice President, Chief Legal Officer and Secretary
	Michael N. Chanatry			Vice President and Chief Commercial Officer
	Tolga I. Oal			Former Co-Chief Executive Officer

In this CD&A, we will highlight:

1.

The Company’s 2021 performance;

2.

Shareholder feedback received in 2021;

3.

The decision to appoint Mr. Plant as sole CEO and the 2021 letter agreement with Mr. Plant;

4.

The Company’s compensation philosophy and design;

5.

2021 incentive plan results;

6.

2021 compensation decisions for Mr. Plant, including an update on his performance restricted share units; and

7.

Individual compensation decisions for the other NEOs, including retention grants made in 2021.

Summary of Key 2021 Inputs and Decisions

Our Business and 2021 Company Performance

Howmet Aerospace is a leading global provider of advanced engineered solutions for the aerospace and transportation industries. The Company’s primary businesses focus on jet engine components, aerospace fastening systems, and airframe structural components necessary for mission-critical performance and efficiency in aerospace and defense applications, as well as forged aluminum wheels for commercial transportation.

Howmet Aerospace operates in 20 countries. The Company has four reportable segments, which are organized by product on a worldwide basis: Engine Products, Fastening Systems, Engineered Structures, and Forged Wheels. We refer to these segments in this CD&A as our “business groups”.

Howmet Aerospace delivered a strong finish to a challenging 2021, performing well despite the effects of a COVID-19 variant and continued production declines of the Boeing 787 aircraft. Fourth quarter 2021 revenue increased 4% year over year and was in line with the third quarter 2021, while income from continuing operations was $77 million, and adjusted EBITDA margin excluding special items was 23%, exceeding expectations and marking a healthy exit rate heading into 2022. Second half 2021 income from continuing operations was $104 million, and adjusted EBITDA margin excluding special items was 22.9%.

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Full Year 2021 Highlights

•

Revenue of $5.0 billion, down 5% year over year

•

Structural cost reductions of approximately $130 million achieved

•

Income from continuing operations of $258 million, or $0.59 per share, versus income from continuing operations of $211 million, or $0.48 per share, in the full year 2020

•

Income from continuing operations excluding special items of $442 million, or $1.01 per share, versus $354 million, or $0.80 per share in the full year 2020

•

Generated $449 million cash from operations and $517 million of adjusted free cash flow versus $9 million and $387 million, respectively, in the full year 2020; $1.4 billion of cash used for financing activities versus $369 million in the full year 2020; and $107 million of cash provided from investing activities versus $271 million in the full year 2020

•

Share repurchases of approximately 13.4 million common shares for $430 million in 2021

•

Reinstated quarterly dividend on the Company’s common stock in third quarter 2021

Full year 2021 operating income was $748 million, up 19% versus the full year 2020. Operating income excluding special items was $866 million, up 7% versus the full year 2020. The year-over-year increase was driven by growth in the commercial transportation and industrial gas turbine markets, variable and fixed cost reductions, and favorable product pricing, partially offset by declines in the commercial aerospace and defense aerospace markets. Operating income margin, excluding special items, was up approximately 200 basis points year over year to 17.4%.

See “Attachment C—Calculation of Financial Measures” for the reconciliations to the most directly comparable GAAP (accounting principles generally accepted in the United States of America) measures and management’s rationale for the non-GAAP financial measures used in this CD&A.

Shareholder Feedback

The Company solicits feedback from shareholders on a regular basis throughout the year. Shareholder engagement offers us an opportunity to obtain shareholders’ comments and insights, including those related to their policies and views on executive compensation, corporate governance, and environmental and social matters. Our engagement program is designed to address shareholder questions and concerns, provide perspective on Company policies and practices, seek shareholder input and incorporate feedback, as appropriate. The regular dialogue with our shareholders has informed our Board meeting agendas, and contributes to governance and disclosure enhancements that help us address the issues our shareholders tell us matters most to them. For a detailed description of the Company’s year-round outreach, see the “Corporate Governance—Shareholder Engagement” section.

In 2021, we received approximately 45% support for our annual executive compensation proposal. The Compensation and Benefits Committee and the entire Board take the outcome of this vote seriously and have been highly focused on understanding and responding to our shareholders’ feedback reflected in this vote. Through the Company’s fall 2021 engagement, the Compensation Committee sought to elicit and consider a range of shareholder perspectives related to the Company’s executive compensation program.

In the fall of 2021, we reached out to our top 30 shareholders representing approximately 68% of our outstanding shares, other than Elliott Management (who has a representative on the Board). Of the invites that were sent out:

•

Five investors, representing approximately 10% of our outstanding shares, accepted our invitation;

•

Eight investors, representing approximately 23% of our outstanding shares, indicated that no discussion was necessary;

•

Sixteen investors, representing approximately 25% of our outstanding shares, did not respond after multiple attempts to engage.

•

We held one additional call with another investor, representing approximately 0.3% of our outstanding shares, who had reached out to us requesting a call.

Company participants in each of our discussions included at least one member of the Compensation Committee and Neil Marchuk—Executive Vice President (EVP) and Chief Human Resources Officer, Lola Lin—EVP, Chief Legal Officer and Secretary, and other members of management representing relevant functions, including compensation and benefits, environmental, health and safety, corporate governance and investor relations.

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Executive Compensation—Compensation Discussion and Analysis (continued)

Use of Independent Compensation Consultant. The Compensation Committee has authority under its charter to retain its own advisors, including compensation consultants. In 2021, the Compensation Committee directly retained Compensation Advisory Partners (CAP), which is independent and without conflicts of interest with the Company. See “Corporate Governance—Compensation Consultants” on page 32. CAP provided market perspective, as requested by the Compensation Committee, on the form of Mr. Plant’s compensation arrangement, the form of certain executive compensation components, including, among other things, executive compensation best practices, insights concerning Securities and Exchange Commission (SEC) and say-on-pay policies, analysis and review of the Company’s compensation plans for executives, and the composition of the Proxy Peer Group (as discussed above). CAP also provided advice on the CD&A in this proxy statement. We use comparative compensation data from the proxy statements of the peer group companies and survey data from Willis Towers Watson to help evaluate whether our compensation programs are competitive with the market. The latter is not customized based on parameters developed by Willis Towers Watson. Willis Towers Watson does not provide any advice or recommendations to the Compensation Committee on the amount or form of executive or director compensation.

Use of Tally Sheets. In making annual compensation decisions, the Compensation Committee also reviews tally sheets that summarize various elements of historic and current compensation for each NEO. This information includes compensation opportunity, actual compensation realized, and wealth accumulation. We have found that the tally sheets help us synthesize the various components of our compensation programs in making decisions.

Conservative Compensation Risk Profile. We evaluate the risk profile of our compensation programs when establishing policies and approving plan design. These evaluations have noted numerous factors that effectively manage or mitigate compensation risk, including the following:

•

A balance of corporate and business group weighting in incentive compensation programs;

•

A balanced mix between short-term and long-term incentives;

•

Caps on incentives;

•

Use of multiple performance measures in the annual cash incentive compensation plan;

•

Discretion retained by the Compensation Committee to adjust awards;

•

Stock ownership guidelines requiring holding substantial equity in the Company until retirement;

•

Claw-back policies applicable to all forms of incentive compensation; and

•

Anti-hedging provisions in the Company’s Insider Trading Policy.

In addition, (i) no business group has a compensation structure significantly different from that of the other groups or that deviates significantly from the Company’s overall risk and reward structure; (ii) unlike financial institutions involved in the financial crisis, where leverage exceeded capital by many multiples, the Company has a conservative leverage policy; and (iii) compensation incentives are not based on the results of speculative trading. As a result of these evaluations, we have determined that it is not reasonably likely that risks arising from our compensation and benefit plans would have a material adverse effect on the Company.

Compliance with Stock Ownership Guidelines. Our stock ownership requirements further align the interests of management with those of our shareholders by requiring executives to hold substantial equity in the Company until retirement. Our stock ownership guidelines require that the Mr. Plant retain equity equal in value to six times his base salary, that Mr. Giacobbe, Mr. Marchuk and Ms. Lin each retain equity equal in value to three times base salary, and that Mr. Chanatry retain equity equal in value to one and a half times his base salary. Unlike many of our peers, we do not count any unvested or unexercised options, restricted share units, performance-based restricted share units or stock appreciation rights towards compliance. Our guidelines reinforce management’s focus on long-term shareholder value and commitment to the Company. Until the stock ownership requirements are met, each executive is required to retain until retirement 50% of shares acquired upon vesting of restricted share units (including performance-based restricted shares units) or upon exercise of stock options, after deducting shares used to pay for the option exercise price and taxes.

Messrs. Plant, Giacobbe, Marchuk, and Chanatry have met the stock ownership requirements, while Ms. Lin, who was hired in 2021, has not yet met the guidelines but will continue to retain a minimum of 50% of all shares acquired upon vesting of Company equity awards until she meets the guidelines.

No Short Sales, Derivative or Speculative Transactions, Hedging, or Pledging of Company Securities. Short sales of Company securities (a sale of securities which are not then owned) and derivative or speculative transactions in Company securities by our directors, officers and employees are prohibited. No director, officer or employee or any designee of such

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Executive Compensation (continued)

The Company contributes matching contributions on employee base salary deferrals that exceed the limits on compensation imposed by the U.S. tax code. In addition, when the U.S. tax code limits Employer Retirement Income Contributions (ERIC), the ERIC contributions are made into the Deferred Compensation Plan. In 2021, these contributions were as follows:

Name	3% ERIC			Company Matching Contribution
John C. Plant		$	39,300		$	78,600
Kenneth J. Giacobbe		$	24,320		$	8,938
Neil E. Marchuk		$	26,658		$	18,965
Lola F. Lin		$	0		$	0
Michael N. Chanatry		$	15,890		$	12,975
Tolga I. Oal		$	32,565		$	33,018

These amounts are included in the column “All Other Compensation” in the “2021 Summary Compensation Table.”

All nonqualified pension and deferred compensation obligations are general unsecured liabilities of the Company until paid. Upon termination of employment, deferred compensation will be paid in cash as a lump sum or in up to ten annual installments, depending on the individual’s election, account balance and retirement eligibility.

Potential Payments upon Termination or Change in Control

Mr. Plant Letter Agreement Termination Protections. Per his letter agreements, if Mr. Plant’s employment with the Company was terminated without cause or he terminated his employment for good reason or due to his death or disability as of December 31, 2021, he would have been entitled to:

i.

If his employment is terminated without cause or for good reason, a cash severance payment of $3,200,000;

ii.

If his employment is terminated without cause or for good reason, immediate vesting of the outstanding portion of his April 2, 2020 and June 9, 2020 RSU awards, which were valued at $31,531,468 on December 31, 2021; and if terminated due to his death or disability, immediate vesting of a prorated portion of those awards, which were valued at $11,827,647 on December 31, 2021;

iii.

If his employment is terminated without cause or for good reason or due to his death or disability, immediate vesting of the 1,600,000 PRSUs granted in 2020 that were earned in 2020 and 2021 through the achievement of the stock price hurdles, which were valued at $50,928,000 on December 31, 2021, with the remaining 500,000 PRSUs forfeited; and

iv.

If his employment is terminated without cause or for good reason, immediate vesting of his October 14, 2021 award, which was valued at $15,915,000 on December 31, 2021; and if terminated due to his death or disability, immediate vesting of a prorated portion of the award, which was valued at $1,534,450 on December 31, 2021.

Per his letter agreements, if after a change in control on December 31, 2021, Mr. Plant’s employment with the Company was terminated without cause or he left for good reason, Mr. Plant would be entitled to:

i.

If the termination occurred within two years of a change in control, a cash payment equal to $20,286,500, which is the product of 650,000 multiplied by the Average Price, as defined in his letter agreements, on the day prior to the change in control.

ii.

Immediate vesting of the outstanding portion of his April 2, 2020 and June 9, 2020 RSU awards, which were valued at $31,531,468 on December 31, 2021;

iii.

Immediate vesting of the 1,600,000 PRSUs granted in 2020 that were earned in 2020 and 2021 through the achievement of the stock price hurdles, which were valued at $50,928,000 on December 31, 2021, with the remaining 500,000 PRSUs forfeited; and

iv.

Immediate vesting of his October 14, 2021 RSU award, which was valued at $15,915,000 on December 31, 2021.

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.

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Executive Compensation (continued)

Executive Severance Plan. Messrs. Giacobbe, Marchuk, and Chanatry and Ms. Lin were eligible for the Company’s Executive Severance Plan during 2021. The plan provides that, upon a termination of employment without cause and subject to execution and non-revocation of a general release of legal claims against the Company, the participant will receive:

I.

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, a cash severance payment equal to one year of base salary and one year of target annual cash incentive, and for Mr. Chanatry, a cash severance payment equal to one year of base salary.

II.

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, continued health care benefits for a two-year period, and for Mr. Chanatry, continued health care benefits for a one-year period.

III.

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, a cash payment equal to two additional years of retirement accrual, and for Mr. Chanatry, a cash payment equal to one year of additional retirement accrual, calculated as described in the plan.

The following table shows the severance payments and benefits that would have been payable to the NEOs under the Executive Severance Plan upon a termination without cause on December 31, 2021.

Name	Cash Severance Payment			Additional Retirement Accrual			Value of continued active health care benefits			Total
Kenneth J. Giacobbe		$	1,200,000		$	142,796		$	47,093		$	1,389,889
Neil E. Marchuk		$	1,270,000		$	76,200		$	16,110		$	1,362,310
Lola F. Lin		$	1,100,000		$	66,000		$	30,052		$	1,196,052
Michael N. Chanatry		$	515,000		$	26,265		$	300		$	541,565

Change in Control Severance Benefits. Messrs. Giacobbe, Marchuk, and Chanatry and Ms. Lin were eligible for the Company’s Change in Control Severance Plan during 2021. The plan is designed to serve shareholders by assuring that the Company will have the continued dedication of the covered executives, notwithstanding the possibility, threat or occurrence of a change in control. These protections are intended to encourage the executives’ full attention and dedication to the Company in the event of any threatened or pending change in control, which can result in significant distraction by virtue of the personal uncertainties and risks that executives frequently face under such circumstances. Severance benefits under the Change in Control Severance Plan are provided upon a termination of employment without cause or resignation by the executive for good reason, in either case within two years after a change in control of the Company.

Upon a qualifying termination, the severance benefits under the Change in Control Severance Plan are:

i.

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, a cash payment equal to two times annual salary plus target annual cash incentive compensation, and for Mr. Chanatry, a cash payment equal to one-and-a-half times annual salary plus target annual cash incentive compensation.

ii.

A cash payment equal to the target annual cash incentive compensation amount prorated through the severance date,

iii.

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, continuation of health care benefits for two years, and for Mr. Chanatry, continued health care benefits for 18 months.

iv.

For Mr. Giacobbe, two additional years of pension credit and company savings plan contributions; for Mr. Marchuk and Ms. Lin, two additional years of savings plan contributions; and for Mr. Chanatry, one-and-a-half additional years of company savings plan contributions.

v.

Six months of outplacement benefits.

There is no excise tax gross-up provision under the Plan.

The terms of the 2013 Howmet Aerospace Stock Incentive Plan, as Amended and Restated, provide that unvested equity awards, including awards held by the continuing NEOs, do not immediately vest upon a change in control if a replacement award is provided. However, the replacement award will vest immediately if, within a two-year period following a change in control, a plan participant is terminated without cause or leaves for good reason. In general, performance-based stock awards (other than those granted to Mr. Plant, as described above) will be converted to time-vested stock awards upon a change in control under the following terms: (i) if 50% or more of the performance period has been completed as of the date on which the change in control has occurred, then the number of shares or the value of the award will be based on actual performance

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Executive Compensation (continued)

completed as of the date of the change in control; or (ii) if less than 50% of the performance period has been completed as of the date on which the change in control has occurred, then the number of shares or the value of the award will be based on the target number or value.

The following table shows the severance payments and benefits that would have been payable if both a change in control and a termination without cause or resignation for good reason occurred on December 31, 2021, as well as the value of the unvested equity awards that would have become vested upon such termination or resignation. Equity award values are estimated using the Company’s closing stock price on December 31, 2021, which was $31.83 per share.

Name	Value of change in control severance and benefits			Value of equity awards on 12/31/2021 that would have immediately vested
Kenneth J. Giacobbe		$	2,661,889		$	11,858,298
Neil E. Marchuk		$	2,708,510		$	11,824,368
Lola F. Lin		$	2,362,052		$	1,375,024
Michael N. Chanatry		$	1,399,457		$	4,493,155

Retirement Benefits. If Mr. Giacobbe had voluntarily terminated employment as of December 31, 2021, it is estimated that his pension would have paid an annual annuity of $49,275, starting immediately. Messrs. Plant, Marchuk, and Chanatry and Ms. Lin were not eligible to participate in the defined benefit pension plan, which was closed to employees hired after March 1, 2006 and subsequently frozen to future benefit accruals as of April 1, 2018.

2021 CEO Pay Ratio

Background

Item 402(u) of the SEC’s Regulation S-K requires disclosure of the ratio of the annual total compensation of our CEO to our median employee’s annual total compensation. The ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u).

Methodology and Determined Ratio

The pay ratio disclosure rule permits companies to identify the median employee only once every three years, provided that there has not been a change in employee population or employee compensation arrangements that would significantly change the pay ratio disclosure. However, the total compensation amounts for both the median employee and the CEO to calculate the CEO pay ratio are required to be updated and disclosed on an annual basis.

In 2020, we determined the median employee by analyzing base salary and wages (including overtime, shift premium, etc.) for all active employees (annualized based on full-time or part-time hourly or salaried status for 2020 if employed for less than the full year) in and outside the United States as of December 31, 2020. For 2021, we calculated the median employee’s total compensation in accordance with the rules applicable to disclosure of compensation in the summary compensation table. The estimated total compensation of the median employee based on this methodology and criteria for 2021 is $58,921.

For purposes of calculating the Company’s CEO pay ratio, the Company determined the total CEO compensation by adding together the total compensation for Messrs. Plant and Oal, who were Co-CEOs of the Company in 2021 until Mr. Plant became the sole CEO on October 14, 2021. As a result, the total CEO compensation was $24,424,606. Consequently, the annual CEO total compensation is 415 times that of the median annual total compensation of all other employees in 2021.

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Item 4 Shareholder Proposal

The following shareholder proposal will be voted on at the annual meeting if properly presented by or on behalf of the shareholder proponent. Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021, sponsored this proposal.

The Board recommends a vote “AGAINST” this shareholder proposal, for the reasons set forth following the proposal.

Proposal 4—Independent Board Chairman

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:

Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board.

The Chairman shall not be a former CEO of the company.

This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in 2020. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

At the 2020 annual meeting Lowe’s (LOW) directors said that having a separate Chairman and Chief Executive Officer affords allows the Chairman to devote his time and attention to Board oversight. In less than a year Lowe’s stock price went from $130 to $200

Board oversight is an emerging red flag for Howmet. In 2020 the most negative votes for a director was 14 million. In 2021 the most negative votes for a director shot up to 68 million. Mr. Robert Leduc, chair of the management pay committee received 68 million negative votes. Two other directors received more than 42 million negative votes each.

And to top it off management pay was rejected by 188 million votes. 30 million more shares voted against management pay than voted in favor of it.

With the current CEO serving as Chair this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman.

A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of the lead director duties to the CEO office and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.

The lack of an independent Board Chairman is an unfortunate way to discourage new outside ideas and an unfortunate way to encourage the CEO to pursue pet projects that would not stand up to effective oversight.

Please vote yes:
Independent Board Chairman—Proposal 4

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Item 4 Shareholder Proposal (continued)

The Board of Directors’ Statement in Opposition to Shareholder Proposal

The Board has considered the above proposal carefully, and believes that it is not in the best interests of our shareholders. Your Board therefore recommends that you vote “AGAINST” the proposal for the following reasons.

The Board believes that shareholders are best served if the Board retains the organizational flexibility to select the best person to serve as Chairman, giving consideration to relevant factors at any particular time. Effective corporate governance requires more than a mechanical, “one size fits all” approach, and should enable the Board to determine the leadership structure that it believes will work best given the dynamics of the Board and senior management and other factors at any particular time. The Board believes that it is uniquely qualified to evaluate the optimal leadership structure from time to time based upon its extensive experience with, and knowledge of, the Company’s strategy, operations, management structure and culture, as well as the strengths, skills and leadership styles of our directors and management and taking into account input from our shareholders. Although the Board currently believes that it is in the best interests of the Company and its shareholders to have John C. Plant serve in the dual role of Chairman and Chief Executive Officer, the Board is aware that in the future, there may be circumstances under which an independent Chairman would be appropriate, and the Board periodically reviews and assesses its leadership structure. Therefore, while the Board does not believe it is appropriate to have a policy requiring the separation of Chairman and Chief Executive Officer roles, it also believes it should not have a policy requiring that they always be combined. Howmet Aerospace’s flexible approach is consistent with the practice at other U.S. public companies. Most companies in the S&P 500 do not have a policy mandating an independent chair, and do not currently have one: the 2021 Spencer Stuart Board Index found that approximately 63% of companies in the S&P 500 do not have an independent board chair.

Howmet Aerospace’s Current Board Leadership Structure Best Serves Howmet Aerospace and Its Shareholders. The Board believes that at the present time, Howmet Aerospace and its shareholders are best served by a leadership structure in which Mr. Plant serves as Chairman and Chief Executive Officer, counterbalanced by a strong, independent Board led by an independent Lead Director who has specifically enumerated responsibilities. The Board believes this structure promotes better alignment of strategic development and execution, more effective implementation of strategic initiatives, and clearer accountability for their success or failure. Mr. Plant’s dual role also facilitates open and efficient communication between the Company’s executives and directors, enhancing the Board’s ability to monitor management. Furthermore, his in-depth knowledge of the Company, his significant leadership experience and his operational execution expertise make him particularly qualified to lead discussions on important matters affecting the Company. Having Mr. Plant both lead management and chair the Board has allowed the Company to obtain the benefit of his strategic and operational insights and strong leadership skills across the full range of responsibilities of the Company’s leadership, from day-to-day operational execution to long-term strategic direction. The benefit of Mr. Plant’s dual role was underscored when he led the Company from its announcement on February 8, 2019 that it would separate into two independent companies through the successful completion of the transaction on April 1, 2020, notwithstanding significant economic uncertainty, as well as volatility stemming from the COVID-19 pandemic. In fact, from the April 1, 2020 separation date to February 28, 2022, Howmet Aerospace’s stock price increased 172%. This transformational transaction and ability to manage the Company well through the unprecedented pandemic, demonstrate the agility with which Mr. Plant, as both Chairman and Chief Executive Officer, can develop and execute our key initiatives to create value for shareholders despite headwinds.

Howmet Aerospace’s Strong Corporate Governance Practices Provide Effective, Independent Board Oversight. The Board is committed to good corporate governance and has adopted practices and procedures that promote Board independence and effective oversight of management:

•

All but one director on the Board are independent, as defined by the listing standards of the NYSE and the Company’s Director Independence Standards. As described in their biographies (see “Item 1—Election of Directors”), the Board’s independent directors possess the relevant business experience and skills to oversee management. The independent directors meet in executive session without the presence of management at least four times a year. The independent directors use these executive sessions to discuss matters of concern as well as any matter they deem appropriate, including discussing Howmet Aerospace’s leadership structure, and evaluating the Chairman and Chief Executive Officer and other members of senior management.

•

The Board’s key standing committees—namely, the Audit Committee, the Compensation and Benefits Committee, the Finance Committee and the Governance and Nominating Committee—are each composed solely of independent directors. This entrusts to the independent directors the oversight of critical matters, such as the integrity of Howmet Aerospace’s financial

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Questions and Answers About the ~~Special~~ Meeting and Voting

1.

When is the 2022 Annual Meeting of Shareholders?

The 2022 Annual Meeting of Shareholders of Howmet Aerospace Inc. will be held virtually via live webcast on Wednesday, May 25, 2022, at 9:00 a.m. Eastern Time. If you plan attend the Annual Meeting, you should log into the website at www.virtualshareholdermeeting.com/HWM2022 approximately fifteen minutes before the meeting is scheduled to begin.

2.

Who is entitled to vote and how many votes do I have?

If you were a ~~holder~~shareholder of record of ~~Arconic~~Howmet Aerospace common stock, par value $1.00 per share (the “common stock”), at the close of business on ~~October 5, 2017,~~March 29, 2022, you are ~~eligible~~entitled to vote at the ~~special meeting.~~Annual Meeting. For each matter presented for vote, you have one vote for each share you own.

2.

3.

~~What is the difference between holding shares as a shareholder of record/registered shareholder and as a beneficial owner of~~How do I vote my shares?

Shareholder of Record or Registered Shareholder. If your shares of common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered a “shareholder of record” or a “registered shareholder” of those shares.

Before the Annual Meeting, by 11:59 p.m. Eastern Time on May 24, 2022, all shareholders of record can vote:

By Telephone or Internet.

•

By telephone within the U.S, U.S. territories and Canada: 1-800-690-6903

•

By internet: www.proxyvote.com

Follow the procedures and instructions described on the proxy card. You will need your 16-digit control number located on your proxy card or Notice. The telephone and internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have been recorded properly.

By Mail. All shareholders of record who received paper copies of our proxy materials can also vote by mail using their proxy card. If you are a shareholder of record and received a Notice, you may request a written proxy card by following the instructions included in the Notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors.

During the Live Webcast of the Annual Meeting. All shareholders of record or registered shareholders may vote during the live webcast of the Annual Meeting. You will need the 16-digit control number located on your Notice or proxy card to log in to the virtual meeting at www.virtualshareholdermeeting.com/HWM2022. Voting online during the Annual Meeting will replace any previous votes.

We encourage you to vote by proxy as soon as possible. The proxy committee will vote your shares according to your directions.

Beneficial Owner of Shares. If your shares are held in an account at a bank, brokerage firm or other similar organization, then you are a beneficial owner of shares held in ~~street name.~~“street name”. In that case, you will have received these proxy materials from the bank, brokerage firm or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account.

3.

~~How do I~~Your broker is not permitted to vote ~~if I am a shareholder of record?~~

~~By Telephone or Internet.~~ ~~All shareholders of record can vote by touchtone telephone within the United States, U.S. territories and Canada, using the toll-free telephone number~~on your behalf on the ~~proxy card, or through~~election of directors and other matters to be considered at the ~~Internet, using the procedures and instructions described~~Annual Meeting (except on the ~~proxy card. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their~~ratification of the selection of PricewaterhouseCoopers LLP as auditors for 2022), unless you provide specific instructions ~~have been recorded properly.~~

~~By Written Proxy.~~ All shareholders of record can also vote by written proxy card. If you are a shareholder of record and receive a Notice of Internet Availability of Proxy Materials (“Notice”), you may request a written proxy card by following the instructions included in the Notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors.

~~In Person.~~ ~~All shareholders of record may vote in person at the special meeting. See Question 5 below regarding how to obtain an admission ticket to attend the special meeting.~~

~~If no contrary instruction is indicated on your proxy, the proxy committee will vote the shares~~ ~~FOR~~ ~~the proposal to approve the Reincorporation Merger to effect the Reincorporation,~~ ~~FOR~~ ~~the proposal to approve, on an advisory basis, that the Delaware Certificate will not contain any supermajority voting requirements and~~ ~~FOR~~ ~~the proposal to approve, on an advisory basis, that the Board of Directors of Arconic Delaware following the Reincorporation will be elected on an annual basis pursuant to the Delaware Certificate.~~

~~Whether you plan to attend the special meeting or not, we encourage you to vote by proxy as soon as possible. The proxy committee will vote your shares according to your directions.~~

4.

~~How do I vote if I am a beneficial owner of shares?~~

~~If you are a beneficial owner of shares of common stock, you can vote~~ by completing and returning the voting instruction form from your broker, bank or other financial institution or following the instructions provided to you for voting your shares via

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telephone or the ~~Internet.~~internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the Annual meeting. If you wish to vote your shares at the special meeting, you must obtain a legal proxy from your broker, bank or other financial institution and bring it with you to hand in with your ballot. See Question 5 below regarding how to obtain an admission ticket to the special meeting.

5.

~~How do I get an admission ticket to attend the special meeting?~~

~~You may attend the special meeting if you were a shareholder as of the close of business on the record date. If you plan to attend the~~ meeting, you will need your 16-digit control number provided on the instructions that accompanied your proxy materials.

Howmet Aerospace Employee Savings Plan. Participants in the employee savings plan may attend and participate in the Annual Meeting but will not be able to vote online during the Annual Meeting. You must vote in advance of the Annual Meeting by providing the trustee of the employee savings plan with your voting instructions in advance of the meeting. You may do so by returning your voting instructions by mail, or submitting them by telephone or electronically through the internet. The trustee is the only one who can vote your shares and the trustee will vote your shares as you have instructed. If the trustee does not receive your instructions, your shares generally will be voted in proportion to the way the other plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m. Eastern Time on May 22, 2022.

4.

Can I change my vote?

There are several ways in which you may revoke your proxy or change your voting instructions before the Annual Meeting. In order to be counted, the revocation or change must be received by 11:59 p.m. Eastern Time on May 24, 2022, or by 11:59 p.m. Eastern Time on May 22, 2022, in the case of instructions to the trustee of an ~~admission ticket.~~employee savings plan.

To revoke your proxy or change your voting instructions:

•

Vote again by telephone or at the internet website;

•

Mail a revised proxy card or voting instruction form that is dated later than the prior one;

•

Shareholders of record may notify Howmet Aerospace’s Corporate Secretary’s Office in writing that a prior proxy is revoked; or

•

Employee savings plan participants may notify the plan trustee in writing that prior voting instructions are revoked or are changed.

The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone, or the internet, will count as your vote. If a vote has been recorded for your shares and you subsequentially submit a proxy card that is not properly signed and dated, then the previously recorded vote will stand.

Shareholders of record and beneficial owners of shares may vote online during the Annual Meeting. Voting online during the Annual Meeting will replace any previous votes.

5.

Who should I contact if I have questions or need assistance voting prior to the Annual Meeting?

Please contact Innisfree M&A Incorporated, our proxy solicitor assisting us in connection with the Annual Meeting. Shareholders may call toll-free at 1-877-750-8315. Banks and brokers may call collect at 1-212-750-5833.

6.

Is my vote confidential?

Yes. Proxy cards, ballots and voting tabulations that identify shareholders are kept confidential except:

•

as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;

•

in the case of a ~~registered~~contested proxy solicitation;

•

to allow for the independent inspector of election to certify the results of the vote; or

•

if a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management.

American Election Services, the independent proxy tabulator used by Howmet Aerospace, counts the votes and acts as the inspector of election for the 2022 Annual Meeting.

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~~shareholder, have~~

HOWMET AEROSPACE | 2022 PROXY STATEMENT

Questions and Answers About the Meeting and Voting (continued)

7.

How do I ask a question at the meeting?

If you wish to submit a question prior to the Annual Meeting, you may do so beginning 5 days in advance of the Annual Meeting, by logging in to www.proxyvote.com entering your 16-digit control number located on your Notice, ~~available and call 1-866-804-9594~~your proxy card or ~~visit www.ArconicAdmissionTicket.com and follow~~ the instructions ~~provided.~~ that accompanied your proxy materials. Once past the login screen, click on “Submit Questions”.

If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/HWM2022 and entering the 16-digit control number, typing in your question into the “Ask a Question” field, and clicking “Submit.”

Questions pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints. Any questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered at http://www.howmet.com under “Investors—Annual Meeting”. The questions and answers will be available as soon as practicable after the meeting.

A replay of the meeting will be available on our website at: www.howmet.com/annualmeeting/.

8.

Will there be a recording of the Annual Meeting webcast?

Yes, a recording of the Annual Meeting will be available on the company website at http://www.howmet.com under “Investors—Annual Meeting” for approximately 10 months following the date of the Annual Meeting.

9.

What constitutes a “quorum” for the meeting?

A quorum consists of a majority of the outstanding shares that are entitled to vote as of the record date present at the meeting or represented by proxy. Virtual attendance at the Annual Meeting constitutes presence in person for the purposes of a quorum. A quorum is necessary to conduct business at the Annual Meeting. Your shares will be counted as present at the Annual Meeting if you have properly voted by proxy. Abstentions and broker non-votes (if any) count as “shares present” at the meeting for purposes of determining a quorum. If you vote to abstain on one or more proposals, your shares will be counted as present for purposes of determining the presence of a quorum.

10.

What is the effect of an “ABSTAIN” vote?

If you choose to abstain in voting on the election of directors, your abstention will have no effect, as the required vote is calculated as follows: votes “FOR” divided by the sum of votes “FOR” plus votes “AGAINST.”

If you choose to abstain on voting on any other matter at our Annual Meeting, your abstention will be counted as a vote “AGAINST” the proposal, as the required vote is calculated as follows: votes “FOR” divided by the sum of votes “FOR” plus votes “AGAINST” plus votes “ABSTAINING.”

11.

What is a Broker Non-Vote?

A “broker non-vote” occurs when a broker ~~bank or other financial institution holds your shares and you would like to attend~~submits a proxy for the meeting ~~please write to: Arconic Inc., 201 Isabella Street, Pittsburgh, PA 15212-5858, Attention: Diane Thumma~~with respect to a discretionary matter but does not vote on non-discretionary matters because the beneficial owner did not provide voting instructions on those matters. Under NYSE rules, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2022 (Item 2) is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on Item 2 on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the annual meeting. In contrast, all of the other proposals set forth in this Proxy Statement are “nondiscretionary” items—brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.

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12.

What is the voting requirement to approve each of the proposals, and how are votes counted?

At the close of business on March 29, 2022, the record date for the meeting, Howmet Aerospace had 417,622,524 shares of common stock outstanding. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

The Delaware General Corporation Law (the “DGCL”) and the NYSE listing standards govern the voting standards applicable to actions taken by our shareholders at the Annual Meeting. Under our Bylaws, assuming a quorum is present at the Annual Meeting, in all matters other than the election of directors, the affirmative vote of a majority of the shares present virtually or ~~email~~represented by proxy at the meeting and entitled to ~~diane.thumma@arconic.com. Please include~~vote on the matter will be the act of the Company’s shareholders. Under the DGCL and our Bylaws, shares that abstain constitute shares that are present and entitled to vote, and have the practical effect of being voted “against” the matter, other than in the election of directors.

With respect to the election of directors, in order to be elected, each nominee must receive the affirmative vote of a ~~copy~~majority of ~~your brokerage account statement~~the votes cast at the meeting in respect of his or her election, meaning that the number of shares voted “FOR” a ~~legal proxy (which you can obtain from your broker, bank or other financial institution),~~director’s election exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election. Broker non-votes and weabstentions will ~~send you an admission ticket.~~have no impact, as they are not counted as votes cast for this purpose.

6.

13.

What does it mean if I receive more than one Notice?

If you are a shareholder of record or participate in ~~Arconic’s~~Howmet Aerospace’s Dividend Reinvestment and Stock Purchase Plan or employee savings ~~plans,~~plan, you will receive one Notice (or if you are an employee with ~~an Arconic~~a Howmet Aerospace email address, an email proxy form) for all shares of common stock held in or credited to your accounts as of the record date, if the account names are exactly the same. If your shares are registered differently and are in more than one account, you will receive more than one Notice or email proxy form, and in that case, you can and are urged to vote all of your shares, which will require you to vote more than once. To avoid this situation in the future, we encourage you to have all accounts registered in the same name and address whenever possible. You can do this by contacting our transfer agent, Computershare, at ~~1-888-985-2058~~1-800-851-9677 (in the United States and Canada) or 1-201-680-6578 (all other locations) or through the Computershare website, ~~www.computershare.com.~~www.computershare.com.

7.

~~How do I vote if I participate in one of the employee savings plans?~~

You must provide the trustee of the employee savings plan with your voting instructions in advance of the special meeting. You may do so by returning your voting instructions by mail, or submitting them by telephone or electronically using the Internet. You cannot vote your shares in person at the special meeting; the trustee is the only one who can vote your shares. The trustee will vote your shares as you have instructed. If the trustee does not receive your instructions, your shares generally will be voted in proportion to the way the other plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 6:00 a.m., Eastern Time, on November 28, 2017.

8.

~~Can I change my vote?~~

There are several ways in which you may revoke your proxy or change your voting instructions before the time of voting at the special meeting (please note that, in order to be counted, the revocation or change must be received by 6:00 a.m., Eastern Time, on November 30, 2017, or by 6:00 a.m., Eastern Time, on November 28, 2017 in the case of instructions to the trustee of an employee savings plan):

•

~~Vote again by telephone or at the Internet website.~~

•

~~Mail a revised proxy card or voting instruction form that is dated later than the prior one.~~

•

~~Shareholders of record may vote in person at the special meeting.~~

•

~~Shareholders of record may notify Arconic’s Corporate Secretary in writing that a prior proxy is revoked.~~

•

~~Employee savings plan participants may notify the plan trustee in writing that prior voting instructions are revoked or are changed.~~

9.

~~Is my vote confidential?~~

~~Yes. Proxy cards, ballots and voting tabulations that identify shareholders are kept confidential except:~~

•

~~as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company or its successors;~~

•

~~in the case of a contested proxy solicitation;~~

•

~~if a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or~~

•

~~to allow the independent judge of election to certify the results of the vote.~~

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•

HOWMET AEROSPACE | 2022 PROXY STATEMENT

Questions and Answers About the Meeting and Voting (continued)

15.

~~the holding period~~May I nominate someone to be a director of the shares of Arconic Delaware common stock received in exchange for shares of Arconic Pennsylvania common stock in the Reincorporation Merger will include the holding period of the shares of Arconic Pennsylvania surrendered in exchange therefor.Howmet Aerospace?

~~The preceding discussion is intended only as a general discussion~~Yes, please see “Nominating Board Candidates—Procedures and Director Qualifications” on page 14 for details on the procedures for shareholder nominations of the material U.S. federal income tax consequences of the Reincorporation Merger. It is not a complete analysis or discussion of all potential tax effects that may be important to particular holders. Holders of shares of Arconic Pennsylvania common stock should consult their own tax advisors as to the particular tax consequences to them of the Reincorporation Merger, including reporting requirements, the applicability and effect of federal, state, local and other tax laws and the effect of any proposed changes in the tax laws.director candidates.

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~~EXHIBIT A~~

HOWMET AEROSPACE | 2022 PROXY STATEMENT

~~Reincorporation Merger Agreement~~

~~A-1~~Questions and Answers About the Meeting and Voting (continued)

Information regarding the Virtual Annual Meeting Format

The 2022 Annual Meeting of Shareholders of Howmet Aerospace Inc. will be held virtually via live webcast on Wednesday, May 25, 2022, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/HWM2022. There will be no physical in-person meeting.

Attendance and Participation

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast. Shareholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HWM2022. Shareholders will be able to vote their shares electronically during the Annual Meeting.

Shareholders who would like to attend and participate in the Annual Meeting will need the 16-digit control number located on their Notice, proxy card, or voting instruction form. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will be available 15 minutes prior to the start of the Annual Meeting at 8:45 a.m. Eastern Time.

The virtual Annual Meeting platform is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting.

Questions and Information Accessibility

The virtual Annual Meeting format allows shareholders to communicate with the Company during the Annual Meeting so they can ask questions of our management and Board, as appropriate. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/HWM2022, entering the 16-digit control number, typing your question into the “Ask a Question” field, and clicking “Submit”.

Questions pertinent to the Annual Meeting will be answered in the live Question and Answer (Q&A) session during the Annual Meeting, subject to time constraints. Our Annual Meeting, including the Q&A session, will follow “Rules of Conduct,” which will be available on the virtual meeting platform. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our website at http://www.howmet.com under “Investors—Annual Meeting”. The questions and answers will be available as soon as practicable after the meeting.

Technical Difficulties

We have retained Broadridge Financial Solutions (“Broadridge”) to host the Annual Meeting virtually via live webcast. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning at 8:30 a.m. Eastern Time on Wednesday, May 25, 2022 through its conclusion.

Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/HWM2022.

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Attachments

ATTACHMENT A–Pre-Approval Policies and Procedures for Audit and Non-Audit Services

I. Statement of Policy

The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Unless a type of service to be provided by the independent auditor has received pre-approval under this policy, it will require specific pre-approval by the Audit Committee before the service is provided. Any proposed services exceeding pre-approved cost levels under this policy will require specific pre-approval by the Audit Committee before the service is provided.

The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee will periodically revise the list of pre-approved services, based on subsequent determinations.

II. Delegation

The Audit Committee delegates pre-approval authority to the Chairman of the Committee. In addition, the Chairman may delegate pre-approval authority to one or more of the other members of the Audit Committee. The Chairman or member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

III. Audit Services

The annual Audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, company structure or other matters.

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant pre-approval for other Audit services, which are those services that only the independent auditor reasonably can provide.

IV. Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are traditionally performed by the independent auditor. The Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor.

V. Tax Services

The Audit Committee believes that the independent auditor can provide Tax services to the Company such as tax compliance and support, without impairing the auditor’s independence. However, the Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the sole purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations.

VI. All Other Services

The Audit Committee may grant pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, and would not impair the independence of the auditor.

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~~AGREEMENT AND PLAN OF MERGER OF~~
~~ARCONIC INC.,~~
~~A DELAWARE CORPORATION,~~
~~AND~~
~~ARCONIC INC.,~~
~~A PENNSYLVANIA CORPORATION~~

HOWMET AEROSPACE | 2022 Proxy Statement

~~This AGREEMENT AND PLAN OF MERGER, dated as~~

Attachments (continued)

VII. Pre-Approval Fee Levels

Pre-approval fee levels for all services to be provided by the independent auditor will be established periodically by the Audit Committee. Any proposed services exceeding these levels will require specific pre-approval by the Audit Committee.

VIII. Supporting Documentation

With respect to each proposed pre-approved service, the independent auditor has provided detailed descriptions regarding the specific services to be provided. Upon completion of ~~October 12, 2017 (this “Agreement”), is made by~~services, the independent auditor will provide to management, upon request, detailed back-up documentation, including hours, personnel and ~~between Arconic Inc., a Pennsylvania corporation (“Arconic Pennsylvania”), and Arconic Inc., a Delaware corporation and direct wholly owned subsidiary of Arconic Pennsylvania (“Arconic Delaware”). Arconic Delaware and Arconic Pennsylvania are sometimes referred to herein as the “Constituent Corporations~~.”

~~Recitals~~

A. Arconic Delaware is a corporation duly incorporated and existing under the laws of the State of Delaware and has a total authorized capital stock of 610,660,000 shares, of which 600,000,000 are designated common stock, par value $1.00 per share (the “~~Arconic Delaware Common Stock”), 660,000 shares are designated Serial Preferred Stock, par value $100.00 per share (the “Arconic Delaware Class A Preferred Stock”), and 10,000,000 are designated Class B Serial Preferred Stock, par value $1.00 per share (the “Arconic Delaware Class B Preferred Stock”). As of the date hereof, and before giving effect~~task description relating to the transactions contemplated hereby, 100 shares of Arconic Delaware Common Stock are issued and outstanding, all of which are held by Arconic Pennsylvania, no shares of Arconic Delaware Class A Preferred Stock are issued and outstanding, and no shares of Arconic Delaware Class B Preferred Stock are issued and outstanding. Arconic Delaware was formed solely for the purposes contemplated by this Agreement, and, priorspecific services provided.

IX. Procedures

Requests or applications to ~~becoming the Surviving Corporation (as defined below), shall have had no operations, assets or liabilities, except as may be incidental to such purposes.~~

B. Arconic Pennsylvania is a corporation duly incorporated and existing under the laws of the Commonwealth of Pennsylvania and has a total authorized capital stock of 610,660,000 shares, of which 600,000,000 are designated common stock, par value $1.00 per share (the “~~Arconic Pennsylvania Common Stock”), 660,000 shares are designated Serial Preferred Stock, par value $100.00 per share (the “Arconic Pennsylvania Class A Preferred Stock”), and 10,000,000 are designated Class B Serial Preferred Stock, par value $1.00 per share (the “Arconic Pennsylvania Class B Preferred Stock~~”). As of the date hereof, and before giving effect to the transactions contemplated hereby, 481,311,876 shares of Arconic Pennsylvania Common Stock are issued and outstanding, 546,024 shares of Arconic Pennsylvania Class A Preferred Stock are issued and outstanding and no shares of Arconic Pennsylvania Class B Preferred Stock are issued and outstanding.

~~C. The board of directors of Arconic Pennsylvania has determined~~provide services that for the purpose of effecting the reincorporation of Arconic Pennsylvania in the State of Delaware, it is advisable and in the best interests of Arconic Pennsylvania and its shareholders that Arconic Pennsylvania merge with and into Arconic Delaware upon the terms and conditions set forth in this Agreement.

D. The respective boards of directors of the Constituent Corporations have approved, and declared advisable and in the best interests of their respective shareholders or stockholders, this Agreement and the Merger, and have recommended that their respective shareholders or stockholders approve the adoption of this Agreement.

~~E. The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code~~”), and this Agreement is intended to constitute, and is hereby adopted as, a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a).

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~~NOW, THEREFORE,~~ in consideration of the mutual agreements and covenants set forth herein, Arconic Delaware and Arconic Pennsylvania hereby agree, intending to be legally bound hereby, subject to the terms and conditions hereinafter set forth, as follows:

~~1. MERGER~~

A. ~~Merger. In accordance with the provisions of this Agreement, the General Corporation Law of the State of Delaware (the “DGCL”) and the Pennsylvania Associations Code (the “PAC”), Arconic Pennsylvania shall be merged with and into Arconic Delaware (the “Merger”), whereupon the~~require separate ~~existence of Arconic Pennsylvania shall cease and Arconic Delaware shall be the surviving corporation (the “Surviving Corporation”).~~

B. ~~Filing and Effectiveness~~. The Merger shall become effective in accordance with Section 335 of the PAC and Section 252 of the DGCL at the time agreed upon by the parties hereto and specified in the Certificate of Merger to be filed with the Secretary of State of the State of Delaware and the Statement of Merger to be filed with the Department of State of the Commonwealth of Pennsylvania. Such date and time when the Merger shall become effective is herein called the “~~Effective Time~~.”

C. ~~Effect of the Merger. The Merger shall have the effects set forth in this Agreement and the applicable provisions of each of the DGCL and the PAC.~~

~~2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS~~

A. ~~Certificate of Incorporation~~. At the Effective Time, the Certificate of Incorporation of Arconic Delaware as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to be in the form set forth as ~~Exhibit A~~ ~~and, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and applicable law.~~

B. ~~Bylaws. At the Effective Time, the Bylaws of Arconic Delaware as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to be in the form set forth as~~ ~~Exhibit B~~ ~~and, as so amended and restated, shall be the Bylaws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and applicable law.~~

C. ~~Directors and Officers~~. The directors and officers of Arconic Pennsylvania immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation, to hold office in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and the Bylaws of the Surviving Corporation, until their successors shall have been duly elected and qualified or their earlier death, resignation or removal.

~~3. MANNER OF CONVERSION OF STOCK~~

A. ~~Arconic Pennsylvania Common Stock~~. At the Effective Time, each share of Arconic Pennsylvania Common Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such share or any other person, be converted into and exchanged for one (1) legally issued, fully paid and nonassessable share of Arconic Delaware Common Stock.

B. ~~Arconic Pennsylvania Class A Preferred Stock~~. At the Effective Time, each share of Arconic Pennsylvania Class A Preferred Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such share or any other person, be converted into and exchanged for one (1) legally issued, fully paid and nonassessable share of Arconic Delaware Class A Preferred Stock.

C. ~~Arconic Delaware Common Stock~~. At the Effective Time, each share of Arconic Delaware Common Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by Arconic Delaware, the holder of such share or any other person, be cancelled and returned to the status of an authorized and unissued share of Arconic Delaware Common Stock, without any consideration being delivered in respect thereof.

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D. ~~Exchange of Certificates~~.

i. After the Effective Time, each holder of a certificate representing shares of Arconic Pennsylvania Common Stock may, at such shareholder’s option, surrender the same for cancellation to the transfer agent of the Surviving Corporation (the “~~Agent~~”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Arconic Delaware Common Stock into which the shares formerly represented by the surrendered certificate were converted as herein provided. Until so surrendered, each certificate representing shares of Arconic Pennsylvania Common Stock outstanding immediately prior to the Effective Time shall be deemed for all purposes, from and after the Effective Time, to represent the number of shares of Arconic Delaware Common Stock into which such shares of Arconic Pennsylvania Common Stock were converted in the Merger.

ii. After the Effective Time, each holder of a certificate representing shares of Arconic Pennsylvania Class A Preferred Stock may, at such shareholder’s option, surrender the same for cancellation to the Agent, and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Arconic Delaware Class A Preferred Stock into which the shares formerly represented by the surrendered certificate were converted as herein provided. Until so surrendered, each certificate representing shares of Arconic Pennsylvania Class A Preferred Stock outstanding immediately prior to the Effective Time shall be deemed for all purposes, from and after the Effective Time, to represent the number of shares of Arconic Delaware Class A Preferred Stock into which such shares of Arconic Pennsylvania Class A Preferred Stock were converted in the Merger.

iii. The registered owner on the books and records of the Surviving Corporation of any shares of stock represented by a certificate of Arconic Pennsylvania Common Stock or Arconic Pennsylvania Class A Preferred Stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Agent, have and be entitled to exercise any voting and other rights (including the right to receive dividends and other distributions) with respect to the shares of Arconic Delaware Common Stock or Arconic Delaware Class A Preferred Stock, as applicable, represented by such certificate as provided in this Section 3(D).

iv. Each certificate representing shares of Arconic Delaware Common Stock or shares of Arconic Delaware Class A Preferred Stock so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificate of Arconic Pennsylvania Common Stock or Arconic Pennsylvania Class A Preferred Stock, as applicable, so converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws.

E. ~~Arconic Pennsylvania Equity Incentive and Deferred Compensation Plans~~

i. At the Effective Time, the Surviving Corporation shall assume and continue any and all stock option, stock incentive, stock purchase and other compensatory equity-based award plans, and all deferred compensation plans, in each case, maintained by Arconic Pennsylvania as of immediately prior to the Effective Time (collectively, the “~~Plans~~”) for its current and former employees, directors and other service providers. Each outstanding and unexercised option, restricted stock unit, performance-based restricted stock unit, right to purchase or receive Arconic Pennsylvania Common Stock, notional unit valued by reference to one share of Arconic Pennsylvania Common Stock, or security convertible into Arconic Pennsylvania Common Stock, in each case, that was granted or credited under a Plan and remains outstanding or credited as of immediately prior to the Effective Time (each, an “~~Award~~”), shall be assumed by the Surviving Corporation at the Effective Time and shall remain subject to the same terms and conditions that applied to such Award immediately prior to the Effective Time, except that, effective as of the Effective Time, each Award shall automatically and without any action on the part of the holder thereof be adjusted to relate to Arconic Delaware Common Stock on the basis of one (1) share of Arconic Delaware Common Stock for each one (1) share of Arconic Pennsylvania Common Stock to which such Award related immediately prior to the Effective Time.

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ii. At the Effective Time, a number of shares of Arconic Delaware Common Stock shall be reserved for issuance under the Plans equal to the number of shares of Arconic Pennsylvania Common Stock so reserved immediately prior to the Effective Time.

F. ~~Benefit and Compensation Plans~~. At the Effective Time, the Surviving Corporation shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of Arconic Pennsylvania under each employee benefit and compensation plan sponsored by Arconic Pennsylvania or its subsidiaries in effect as of the Effective Time or with respect to which employee rights or accrued benefits are outstanding as of the Effective Time.

~~4. CONDITIONS~~

A. ~~Conditions to Arconic Pennsylvania’s Obligations~~. Without limiting the rights of Arconic Pennsylvania to terminate this Agreement and abandon the Merger pursuant to Section 5(D), the obligations of Arconic Pennsylvania under this Agreement shall also be conditioned upon the occurrence of the following events:

~~i. This Agreement shall have been adopted by the shareholders of Arconic Pennsylvania;~~

ii. Any consents, approvals or authorizations that Arconic Pennsylvania deems necessary or appropriate to be obtained in connection with the consummation of the Merger shall have been obtained; and

iii. The Arconic Delaware Common Stock to be issued in connection with the Merger shall have been approved for listing on the New York Stock Exchange (or such other exchange as Arconic Pennsylvania may designate), subject to official notice of issuance.

~~5. GENERAL~~

A. ~~Certain Actions~~. Each of Arconic Delaware and Arconic Pennsylvania covenants and agrees that it will take such actions as may be required by the DGCL and the PAC in connection with the Merger. Without limiting the foregoing, following the execution of this Agreement and prior to the Effective Time, Arconic Pennsylvania shall, in its capacity as the sole stockholder of Arconic Delaware, adopt this agreement.

B. ~~Reorganization for Tax Purposes~~. The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and this Agreement is intended to constitute, and is hereby adopted as, a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a).

C. ~~Further Assurances~~. From time to time, as and when required by Arconic Delaware or by its successors or assigns, there shall be executed and delivered on behalf of Arconic Pennsylvania such deeds and other instruments, and there shall be taken or caused to be taken by Arconic Delaware and Arconic Pennsylvania such further and other actions, as shall be appropriate or necessary in order to vest or perfect in or conform of record or otherwise by Arconic Delaware the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Arconic Pennsylvania and otherwise to carry out the purposes of this Agreement, and the officers and directors of Arconic Delaware are fully authorized in the name and on behalf of Arconic Pennsylvania or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

D. ~~Abandonment~~. At any time before the Effective Time, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by either or both of the Constituent Corporations, notwithstanding the approval of this Agreement by the shareholders of Arconic Pennsylvania or by the sole stockholder of Arconic Delaware, or by both. In the event of the termination of this Agreement, this Agreement shall become void and of no effect and there shall be no obligations on either Constituent Corporation or their respective board of directors, shareholders or stockholders with respect thereto.

E. ~~Amendment; Waiver~~. The Constituent Corporations may amend this Agreement at any time prior to the Effective Time, provided that an amendment made subsequent to the adoption of this Agreement by the shareholders or stockholders of Arconic Pennsylvania or Arconic Delaware that,

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~~pursuant to applicable law or the rules of any stock exchange, requires further~~ approval by the ~~shareholders or stockholders of Arconic Pennsylvania or Arconic Delaware, as applicable, shall not~~Audit Committee will be made without such further approval. No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

F. ~~Registered Office~~. The registered office of the Surviving Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and The Corporation Trust Company is the registered agent of the Surviving Corporation at such address.

G. ~~Third-Party Beneficiaries. This Agreement is not intended to confer any rights or benefits upon any person other than the parties hereto.~~

H. ~~Governing Law~~. This Agreement shall in all respects be construed, interpreted and enforced in accordance with and governed by the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction.

I. ~~Consent to Jurisdiction~~. Each of the parties hereto hereby, with respect to any legal claim or proceeding arising out of this Agreement or the Merger, expressly and irrevocably submits, for itself and with respect to its property, generally and unconditionally,submitted to the ~~exclusive jurisdiction of~~Audit Committee by both the Delaware Court of Chancery and any appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and agrees that any such claim or proceeding relating to this Agreement or the Merger shall not be brought or heard except in such courts.

J. ~~Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one~~independent auditor and the ~~same instrument.~~

K. ~~Entire Agreement. This Agreement~~Chief Financial Officer or Vice President, Internal Audit and must include a joint statement as to whether, in their view, the ~~documents referred to herein constitute~~request or application is consistent with the ~~entire agreement of the parties hereto~~Securities and ~~supersede all prior agreements and understandings, written or oral, among the parties with respect to the subject matter hereof.~~Exchange Commission’s rules on auditor independence.

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~~IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.~~

	~~ARCONIC INC.~~71 ~~a Delaware corporation~~
	~~By:~~			~~/s/ Peter Hong~~
	~~Name: Peter Hong~~ ~~Title: Treasurer~~

	~~ARCONIC INC.~~ ~~a Pennsylvania corporation~~
	~~By:~~			~~/s/ Katherine H. Ramundo~~
	~~Name: Katherine H. Ramundo~~ ~~Title: Executive Vice President,~~ ~~Chief Legal Officer and Secretary~~

~~[Signature Page to Reincorporation Merger Agreement]~~

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~~Exhibit A~~

Certificate of Incorporation of Surviving Corporation*

*

~~Included as Exhibit B to this proxy statement.~~

~~A-8~~

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~~Exhibit B~~

Bylaws of Surviving Corporation*

*

~~Included as Exhibit C to this proxy statement.~~

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~~EXHIBIT B~~

HOWMET AEROSPACE | 2022 Proxy Statement

~~Form of Delaware Certificate~~

~~B-1~~

ATTACHMENT B−Howmet Aerospace Inc. Peer Group Companies

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~~CERTIFICATE OF INCORPORATION~~
OF
~~ARCONIC INC.~~Proxy Peer for Market Information (n=18)

~~ARTICLE I~~
~~NAME OF CORPORATION~~

~~The name of the corporation is: Arconic~~

AMETEK Inc. ~~(the “Corporation”).~~

~~ARTICLE II~~
~~REGISTERED OFFICE; REGISTERED AGENT~~BorgWarner

~~The address of the registered office of the~~Dana Incorporated

Dover Corporation ~~in the State of Delaware is~~

Fortive Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “~~Board of Directors”) may designate or as the business of the Corporation may from time to time require.~~

~~ARTICLE III~~
~~PURPOSE~~Illinois Tool Works Inc.

~~The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (“DGCL”).~~L3Harris Technologies, Inc.

~~ARTICLE IV~~
~~STOCK~~Parker-Hannifin Corp.

~~Section 1.~~ ~~Authorized Stock~~. The total number of authorized capital stock of the Corporation shall be 610,660,000 shares which shall be divided into three classes as follows: (i) 660,000 shares of Serial Preferred Stock of the par value of $100 per share (the “~~Serial Preferred Stock”), (ii) 10,000,000 shares of Class B Serial Preferred Stock of the par value of $1.00 per share (the “Class B Serial Preferred Stock” and together with the Serial Preferred Stock, the “Preferred Stock”) and (iii) 600,000,000 shares of Common Stock of the par value of $1.00 per share (the “Common Stock”).~~

~~Section 2.~~ ~~Common Stock~~. Except as otherwise provided by law, by this Certificate of Incorporation, or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the right to vote on all matters, including the election of directors, to the exclusion of all other stockholders, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote. Each holder of record of Common Stock shall be entitled to one vote for each share of Common Stock standing in the name of the stockholder on the books of the Corporation.

~~Section 3.~~ ~~Preferred Stock~~. Shares of Preferred Stock may be authorized and issued in one or more series, and the number of shares to be included in each such series may be established, and the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof may be fixed, in this Certificate of Incorporation. In addition, the Board of Directors (or any committee to which it may duly delegate the authority granted in this ~~Article IV~~) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any),Rockwell Automation, Inc.

~~B-2~~

Snap-On Incorporation

~~TABLE OF CONTENTS~~Spirit AeroSystems Holdings, Inc.

dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock, and in accordance with the following provisions:Stanley Black & Decker, Inc.

~~(a)~~ ~~Establishment of Series of Preferred Stock~~. Preferred Stock shall be issued in one or more series. Each series shall be designated herein or by the Board of Directors so as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors may, by resolution, from time to time divide shares of Preferred Stock into series and fix and determine the number of shares and, subject to the provisions of this ~~Article IV~~, the relative rights and preferences of any series so established, provided that all shares of Preferred Stock shall be identical except as to the following relative rights and preferences, in respect of any or all of which there may be variations between different series, namely: the rate of dividend (including the date from which dividends shall be cumulative and, with respect to Class B Serial Preferred Stock, whether such dividend rate shall be fixed or variable and the methods, procedures and formulas for the recalculation or periodic resetting of any variable dividend rate); the price at, and the terms and conditions on, which shares may be redeemed; the amounts payable on shares in the event of voluntary or involuntary liquidation; sinking fund provisions for the redemption or purchase of shares in the event shares of any series are issued with sinking fund provisions; and the terms and conditions on which the shares of any series may be converted in the event the shares of any series are issued with the privilege of conversion. Each share of any series of Preferred Stock shall be identical with all other shares of such series, except as to date from which dividends shall be cumulative.Teledyne Technologies Incorporated

~~(b)~~ ~~Dividends~~.Textron Inc.

i. The holders of Serial Preferred Stock of any series shall be entitled to receive, when and as declared by the Board of Directors, out of surplus or net profits legally available therefor, cumulative dividends at the rate of dividend fixed by the Board of Directors for such series as hereinbefore provided, and no more, payable quarter yearly on the first days of January, April, July and October in each year. The dividends on any shares of Serial Preferred Stock shall be cumulative from such date as shall be fixed for that purpose by the Board of Directors prior to the issue of such shares or, if no such date shall be so fixed by the Board of Directors, from the quarter yearly dividend payment date next preceding the date of issue of such shares.Timken Company

ii. The holders of Class B Serial Preferred Stock of any series shall be entitled to receive, when and as declared by the Board of Directors or any authorized committee thereof, out of funds legally available therefor, cumulative dividends at the rate of dividend fixed by the Board of Directors for such series including any such rate which may be reset or recalculated from time to time pursuant to procedures or formulas established therefor by the Board of Directors, and no more; provided, however, that no dividend shall be declared or paid on the Class B Serial Preferred Stock so long as any of the Serial Preferred Stock remains outstanding, unless all quarter yearly dividends accrued on the Serial Preferred Stock and the dividend thereon for the current quarter yearly dividend period shall have been paid or declared and a sum sufficient for the payment thereof set apart. The dividends on any shares of Class B Serial Preferred Stock shall be cumulative from such date as shall be fixed for that purpose by the Board of Directors prior to the issue of such shares or, if no such date shall be so fixed by the Board of Directors, from the dividend payment date for such series next preceding the date of issue of such shares. If full cumulative dividends on shares of a series of Class B Serial Preferred Stock have not been paid or declared and a sum sufficient for the payment thereof set apart, dividends thereon shall be declared and paid pro rata to the holders of such series entitled thereto. Accrued dividends shall not bear interest.TransDigm Group Incorporated

iii. The holders of Common Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, provided, however, that no dividend shall be declared or paid on the Common Stock so long as any of the Preferred Stock remains outstanding, unless all dividends accrued on all classes of Preferred Stock and the dividend on Serial Preferred Stock for the current quarter yearly dividend period shall have been paid or declared and a sum sufficient for the payment thereof set apart.

Westinghouse Air Brake Technologies

~~B-3~~Xylem Inc.

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~~(c)~~ ~~Liquidation~~. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, then before any payment or distribution shall be made to the holders of Common Stock or Class B Serial Preferred Stock the holders of Serial Preferred Stock shall be entitled to be paid such amount as shall have been fixed by the Board of Directors as hereinbefore provided, plus all dividends which have accrued on the Serial Preferred Stock and have not been paid or declared and a sum sufficient for the payment thereof set apart. Thereafter, the holders of Class B Serial Preferred Stock of each series shall be entitled to be paid such amount as shall have been fixed by the Board of Directors as hereinbefore provided, plus all dividends which have accrued on the Class B Serial Preferred Stock and have not been paid or declared and a sum sufficient for the payment thereof set apart. Thereafter, the remaining assets shall belong to and be divided among the holders of the Common Stock. The consolidation or merger of the Corporation with or into any other corporation or corporations or share exchange or division involving the Corporation in pursuance of applicable statutes providing for the consolidation, merger, share exchange or division shall not be deemed a liquidation, dissolution or winding up of the Corporation within the meaning of any of the provisions of this ~~Section 3(c)~~.

~~(d)~~ ~~Voting Rights. The holders of Preferred Stock shall have no voting rights except as otherwise required by law or provided in this Certificate of Incorporation (including in any certificate of designation):~~

i. If at any time the amount of any dividends on Preferred Stock which have accrued and which have not been paid or declared and a sum sufficient for the payment thereof set apart shall be at least equal to the amount of four quarter yearly dividends, the holders of Preferred Stock shall have one vote per share, provided, however, that such voting rights of the holders of Preferred Stock shall continue only until all quarter yearly dividends accrued on the Preferred Stock have been paid or declared and a sum sufficient for the payment thereof set apart.

ii. Without the consent of the holders of at least a majority of the shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at a meeting called for that purpose at which the holders of Preferred Stock shall vote as a class:

A.

~~no additional class of stock ranking on a parity with the Preferred Stock as to dividends or assets shall be authorized;~~

B.

~~the authorized number of shares of Preferred Stock or of any class of stock ranking on a parity with the Preferred Stock as to dividends or assets shall not be increased; and~~

C.

the Corporation shall not merge or consolidate with or into any other corporation if the corporation surviving or resulting from such merger or consolidation would have after such merger or consolidation any authorized class of stock ranking senior to or on a parity with the Preferred Stock except the same number of shares of stock with the same rights and preferences as the authorized stock of the Corporation immediately preceding such merger or consolidation.

~~iii. Except in pursuance of the provisions of~~ ~~Section 3(d)(ii)(C)~~, without the consent of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for that purpose at which the holders of Preferred Stock shall vote as a class:

A.

no change shall be made in the rights and preferences of the Preferred Stock as set forth in this Certificate of Incorporation or as fixed by the Board of Directors so as to affect such stock adversely; provided, however, that if any such change would affect any series of Preferred Stock adversely as compared with the effect thereof upon any other series of Preferred Stock, no such change shall be made without the additional consent given as aforesaid of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the number of shares at the time outstanding of the Preferred Stock of the series which would be so adversely affected;

B.

~~no additional class of stock ranking senior to the Preferred Stock as to dividends or assets shall be authorized;~~

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Aerospace and Defense Peer Group for Measuring Relative TSR Performance for 2021 Long-Term Incentives (n=19)

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C.

AAR Corp.

~~the authorized number of shares of any class of stock ranking senior to the Preferred Stock as to dividends or assets shall not be increased; and~~Aerojet Rocketdyne Holdings, Inc.

The Boeing Company

BWX Technologies, Inc.

Curtiss-Wright Corporation

General Dynamics Corporation

HEICO Corporation

Hexcel Corporation

L3Harris Technologies, Inc.

Lockheed Martin Corporation

Moog Inc.

Northrop Grumman Corporation

Parsons Corporation

Raytheon Technologies Corp.

Spirit AeroSystems Holdings, Inc.

Teledyne Technologies Incorporated

Textron Inc.

TransDigm Group Incorporated

Triumph Group, Inc.

D.

72

~~the Corporation shall not (I) sell, lease, convey or part with control of all or substantially all of its property or business or (II) voluntarily liquidate, dissolve or wind up its affairs.~~

~~Notwithstanding the foregoing:~~

~~(x)~~

~~except as otherwise required by law, the voting rights of any series of Class B Serial Preferred Stock may be limited or eliminated by the Board of Directors prior to the issuance thereof; and~~

~~(y)~~

provided no shares of Serial Preferred Stock are then outstanding, any series of Class B Serial Preferred Stock may be issued with such additional voting rights in the event of dividend arrearages as the Board of Directors may determine to be required to qualify such series for listing on one or more securities exchanges of recognized standing.

~~(e)~~ ~~Redemption~~.

i. The Corporation, at the option of the Board of Directors, may redeem the whole or any part of the Serial Preferred Stock, or the whole or any part of any series thereof, at any time or from time to time, at such redemption price therefor as shall have been fixed by the Board of Directors as hereinbefore provided, plus all dividends which on the redemption date have accrued on the shares to be redeemed and have not been paid or declared and a sum sufficient for the payment thereof set apart. Notice of every such redemption shall be published not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption in a daily newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, City and State of New York, and in a daily newspaper printed in the English language and published and of general circulation in the City of Pittsburgh, Pennsylvania. Notice of every such redemption shall also be mailed not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption to the holders of record of the shares of Serial Preferred Stock to be redeemed at their respective addresses as the same appear upon the books of the Corporation; but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Serial Preferred Stock. In case of a redemption of a part only of any series of the Serial Preferred Stock at the time outstanding, the Corporation shall select shares so to be redeemed in such manner, whether pro rata or by lot, as the Board of Directors may determine. Subject to the provisions herein contained, the Board of Directors shall have full power and authority to prescribe the manner in which and the terms and conditions on which the Serial Preferred Stock shall be redeemed from time to time. If notice of redemption shall have been published as hereinbefore provided and if before the redemption date specified in such notice all funds necessary for such redemption shall have been set apart so as to be available therefor, then on and after the date fixed for redemption the shares of Serial Preferred Stock so called for redemption, notwithstanding that any certificate therefor shall not have been surrendered for cancellation, shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith cease and terminate except only the right of the holders thereof to receive upon surrender of certificates therefor the amount payable upon redemption thereof, but without interest; provided, however, that if the Corporation shall, after the publication of notice of any such redemption and prior to the redemption date, deposit in trust for the account of the holders of the Serial Preferred Stock to be redeemed with a bank or trust company in good standing, designated in such notice, organized under the laws of the United States of America or of the State of New York or of the Commonwealth of Pennsylvania, doing business in the Borough of Manhattan, The City of New York, or in the City of Pittsburgh, Pennsylvania, and having a capital, undivided profits and surplus aggregating at least five million dollars ($5,000,000), all funds necessary for such redemption, then from and after the time of such deposit the shares of Serial Preferred Stock so called for redemption, notwithstanding that any certificate therefor shall not have been surrendered for cancellation, shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith cease and terminate except

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only the right of the holders of such shares to receive from such bank or trust company upon surrender of certificates therefor the amount payable upon redemption thereof, but without interest. All shares of Serial Preferred Stock so redeemed shall be cancelled and shall not be reissued.

ii. The terms and conditions under which the whole or any part of any series of the Class B Serial Preferred Stock may be redeemed shall be established by the Board of Directors prior to the issuance thereof. Unless otherwise determined by the Board of Directors, all shares of Class B Serial Preferred Stock so redeemed or otherwise acquired by the Corporation shall be returned to the status of authorized but unissued shares.

~~(f)~~ ~~Preemptive Rights~~. Neither the holders of the Preferred Stock nor the holders of the Common Stock shall be entitled to participate in any right of subscription to any increased or additional capital stock of the Corporation of any kind whatsoever.

~~(g)~~ ~~Serial Preferred Stock. There is hereby established a series of the Serial Preferred Stock of the Corporation consisting initially of 660,000 shares as follows:~~

~~i. The shares of such series shall be designated as $3.75 Cumulative Preferred Stock.~~

ii. The rate of dividend payable upon the shares of $3.75 Cumulative Preferred Stock shall be $3.75 per share per annum and the dividends upon shares thereof issued in respect of such shares of the Corporation’s predecessor issued prior to April 1, 1947 shall be cumulative.

iii. The redemption price applicable to the shares of $3.75 Cumulative Preferred Stock shall be $100 per share, plus dividends which have accrued and have not been paid or declared and a sum sufficient for the payment thereof set apart.

~~iv. The amounts payable to the holders of $3.75 Cumulative Preferred Stock in the event of any voluntary liquidation, dissolution or winding-up of the Corporation, as provided in this~~ ~~Article IV~~, before any distribution shall be made to the holders of Common Stock, shall be $100 per share, plus dividends which have accrued and have not been paid or declared and a sum sufficient for the payment thereof set apart. In the event of any involuntary liquidation, dissolution or winding-up of the Corporation, as provided in this ~~Article IV~~, the amount payable to the holders of $3.75 Cumulative Preferred Stock, before any payment or distribution shall be made to the holders of Common Stock, shall be $100 per share, plus dividends which have accrued and have not been paid or declared and a sum sufficient for the payment thereof set apart.

~~ARTICLE V~~
~~TERM~~

~~The term of existence of the Corporation shall be perpetual.~~

~~ARTICLE VI~~
~~BOARD OF DIRECTORS~~

~~Section 1.~~ ~~Number of Directors~~. Subject to any rights of the holders of any class or series of Preferred Stock to elect additional directors under specified circumstances, the number of directors which shall constitute the Board of Directors shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors that the Corporation would have if there were no vacancies (the “~~Whole Board”).~~

~~Section 2.~~ ~~Election of Directors~~. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office for a term expiring at the next annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified or until their earlier death, resignation or removal as hereinafter provided; except that if any such election shall be not so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL. For the avoidance of doubt, the term of all directors of the Corporation serving on the Board of Directors as of December 31, 2017 shall expire at the next annual meeting of stockholders as provided in the preceding

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~~sentence. Unless and except to the extent that the Bylaws of the Corporation (as amended, the “Bylaws~~”) shall so require, the election of directors of the Corporation need not be by written ballot. Advance notice of stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws.

~~Section 3.~~ ~~Newly Created Directorships and Vacancies~~. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by a sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

~~Section 4.~~ ~~Removal of Directors~~. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director may be removed from office at any time with or without cause, at a meeting called for that purpose, by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of Common Stock entitled to vote generally in the election of directors, voting together as a single class.

~~Section 5.~~ ~~Rights of Holders of Preferred Stock. Notwithstanding the provisions of this~~ ~~Article VI~~, whenever the holders of one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately or together by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the rights of such Preferred Stock as set forth in this Certificate of Incorporation or the certificate of designations governing such series.

~~Section 6.~~ ~~No Cumulative Voting~~. Except as may otherwise be set forth in the resolution or resolutions of the Board of Directors providing the issuance of a series of Preferred Stock, and then only with respect to such series of Preferred Stock, cumulative voting in the election of directors is specifically denied.

~~ARTICLE VII~~
~~STOCKHOLDER ACTION~~

~~Section 1.~~ ~~Stockholder Action by Written Consent~~. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation at an annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present and voted.

~~Section 2.~~ ~~Special Meetings of Stockholders~~. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, special meetings of stockholders may only be called by or at the direction of (1) the Chairman of the Board of Directors or the Chief Executive Officer, (2) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board or (3) the Secretary of the Corporation at the written request of a stockholder of record in accordance with the requirements and procedures provided in the Bylaws. At any special meeting of stockholders, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.

~~ARTICLE VIII~~
~~DIRECTOR LIABILITY~~

~~To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable either to the Corporation or to any of its~~

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stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. If the DGCL hereafter is amended to further eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended DCGL.

~~ARTICLE IX~~
~~AMENDMENTS TO BYLAWS~~

~~In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend, alter, change or repeal the Bylaws.~~

~~ARTICLE X~~
~~FORUM AND VENUE~~

Unless the Board of Directors otherwise determines, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee of the Corporation to the Corporation or to the Corporation’s stockholders, including any claim alleging aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Corporation or any current or former director or officer or other employee of the Corporation arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws (as either may be amended from time to time), (iv) any action asserting a claim related to or involving the Corporation that is governed by the internal affairs doctrine, or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL, shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware).

~~ARTICLE XI~~
~~AMENDMENTS~~

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein are granted subject to this reservation.

~~B-8~~

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~~EXHIBIT C~~

HOWMET AEROSPACE | 2022 Proxy Statement

~~Form of Delaware Bylaws~~

~~C-1~~ATTACHMENT C−Calculation of Financial Measures

SEGMENT MEASURES

($ in millions)	Year ended
	December 31, 2021			December 31, 2020
Engine Products:
Third-party sales		$	2,282		$	2,406
Segment operating profit		$	440		$	417
Segment operating profit margin			19.3%			17.3%
Fastening Systems:
Third-party sales		$	1,044		$	1,245
Segment operating profit		$	190		$	247
Segment operating profit margin			18.2%			19.8%
Engineered Structures:
Third-party sales		$	725		$	927
Segment operating profit		$	54		$	73
Segment operating profit margin			7.4%			7.9%
Forged Wheels:
Third-party sales		$	921		$	679
Segment operating profit		$	255		$	153
Segment operating profit margin			27.7%			22.5%

Segment performance under the Company’s management reporting system is evaluated based on a number of factors; however, the primary measure of performance is Segment operating profit. The Company’s definition of Segment operating profit is Operating income excluding Special items. Special items include Restructuring and other charges and Corporate expense. Segment operating profit may not be comparable to similarly titled measures of other companies.

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~~BYLAWS~~
OF
~~ARCONIC INC.~~

HOWMET AEROSPACE | 2022 Proxy Statement

~~Incorporated under the Laws of the State of Delaware~~

ATTACHMENT C (continued)

~~These Bylaws (the “Bylaws”) of Arconic Inc., a Delaware corporation, are effective as of [ ].~~

~~ARTICLE I~~
~~OFFICES AND RECORDS~~

SEGMENT END MARKETS REVENUE – ANNUAL

($ in millions)	Year ended December 31,
	2021			2020
Engine Products:
Aerospace – Commercial		$	1,105		$	1,247
Aerospace – Defense			523			557
Commercial Transportation			—			—
Industrial and Other			654			602
Third-party sales end-market revenue		$	2,282		$	2,406
Fastening Systems:
Aerospace – Commercial		$	537		$	808
Aerospace – Defense			158			156
Commercial Transportation			208			155
Industrial and Other			141			126
Third-party sales end-market revenue		$	1,044		$	1,245
Engineered Structures:
Aerospace – Commercial		$	387		$	542
Aerospace – Defense			270			303
Commercial Transportation			—			—
Industrial and Other			68			82
Third-party sales end-market revenue		$	725		$	927
Forged Wheels:
Aerospace – Commercial		$	—		$	—
Aerospace – Defense			—			—
Commercial Transportation			921			679
Industrial and Other			—			—
Third-party sales end-market revenue		$	921		$	679

~~Section 1.1.~~ ~~Delaware Office. The registered office of Arconic Inc. (the “Corporation”) in the State of Delaware shall be as stated from time to time in the Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”).~~

~~Section 1.2.~~ ~~Other Offices. The Corporation may have such other offices, either inside or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time designate or as the business of the Corporation may require.~~

~~Section 1.3.~~ ~~Books and Records. The books and records of the Corporation may be kept inside or outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.~~

~~ARTICLE II~~
~~STOCKHOLDERS~~

~~Section 2.1.~~ ~~Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such date and time and in such manner as may be fixed by resolution of the Board of Directors.~~

~~Section 2.2.~~ ~~Special Meeting~~.

(A) Subject to the rights of the holders of any series of Preferred Stock (as used herein, such term shall have the meaning given in the Certificate of Incorporation) with respect to such series of Preferred Stock, special meetings of the stockholders may be called only by or at the direction of (1) the Chairman of the Board of Directors or the Chief Executive Officer, (2) the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies (the “~~Whole Board~~”), or (3) the Secretary of the Corporation at the written request of a stockholder of record who owns and has owned, or is acting on behalf of one or more beneficial owners who own and have owned, continuously for at least one year as of the record date fixed in accordance with these Bylaws to determine who may deliver a written request to call such special meeting, capital stock representing at least twenty-five percent (25%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “~~Special Meeting Request Required Shares”), and who continue to own the Special Meeting Request Required Shares at all times between such record date and the date of the applicable meeting of stockholders. For purposes of this~~ ~~Section 2.2~~, a record or beneficial owner shall be deemed to “own” shares of capital stock of the Corporation that such record or beneficial owner would be deemed to own in accordance with clause (3) of the first paragraph of ~~Section 9.1~~ ~~(without giving effect to any reference to Constituent Holder or any stockholder fund comprising a Qualifying Fund contained therein).~~

(B) Any record stockholder (whether acting for him, her or itself, or at the direction of a beneficial owner) may, by written notice to the Secretary, demand that the Board of Directors fix a record date to determine the record stockholders who are entitled to deliver a written request to call a special meeting (such record date, the “~~Ownership Record Date”). A written demand to fix an Ownership Record Date shall include all of the information that must be included in a written request to call a special meeting, as set forth in paragraph (D) of this~~ ~~Section 2.2~~. The Board of Directors may fix the Ownership Record Date within ten (10) days of the Secretary’s receipt of a valid demand to fix the Ownership Record Date. The Ownership Record Date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the Ownership Record Date is adopted by the Board of Directors. If an

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~~Ownership Record Date~~

HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

Some of the information included in this document is derived from Howmet Aerospace’s consolidated financial information but is not ~~fixed by the Board of Directors within the period set forth above, the Ownership Record Date shall be the date that the first written request to call a special meeting~~presented in Howmet Aerospace’s financial statements prepared in accordance with accounting principles generally accepted in the ~~requirements~~United States of ~~this~~ ~~Section 2.2~~ ~~is received by the Secretary with respect~~America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the ~~proposed business to be submitted for stockholder approval at a special meeting.~~

(C) A beneficial owner who wishes to deliver a written request to call a special meeting must cause the nominee or other person who serves as the record stockholder of such beneficial owner’s stock to sign the written request to call a special meeting. If a record stockholder is the nominee for more than one beneficial owner of stock, the record stockholder may deliver a written request to call a special meeting solely with respectGAAP measure. Reconciliations to the ~~capital stock~~most directly comparable GAAP financial measures and management’s rationale for the use of the ~~Corporation beneficially owned~~non-GAAP financial measures can be found below.

RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS EXCLUDING SPECIAL ITEMS AND DILUTED EARNINGS PER SHARE (EPS) EXCLUDING SPECIAL ITEMS

($ in millions except per share and share amounts)	Year ended
	December 31, 2021			December 31, 2020
Income from continuing operations		$	258		$	211
Diluted earnings per share (EPS)
Continuing operations		$	0.59		$	0.48
Discontinued operations		$	—		$	0.11
Special items:
Restructuring and other charges			90			182
Discrete tax items1			9			(115)
Other special items
Debt tender fees and related costs			147			65
Costs, including interest, associated with the Arconic Inc. Separation Transaction			—			14
Plant fire (reimbursements) costs, net			(3)			3
Release of tax indemnification receivable			—			53
Legal and other advisory reimbursements related to Grenfell Tower, net			(4)			(12)
Costs associated with closures, shutdowns, and other items			35			3
Reversal of state investment tax credits			—			9
Total Other special items			175			135
Tax impact2			(90)			(59)
Income from continuing operations excluding Special items		$	442		$	354
Diluted EPS excluding Special items		$	1.01		$	0.80
Average number of shares			435,471,834			439,296,141

Income from continuing operations excluding Special items and Diluted EPS excluding Special items are non-GAAP financial measure. Management believes that these measures are meaningful to investors because management reviews the operating results of the Company excluding the impacts of Restructuring and other charges, Discrete tax items, and Other special items (collectively, “Special items”). There can be no assurance that additional special items will not occur in future periods. To compensate for this limitation, management believes that it is appropriate to consider both Income from continuing operations determined under GAAP as well as Income from continuing operations excluding Special items.

1

Discrete tax items for each period included the following:

•

for the year ended December 31, 2021, a charge related to prior year foreign earnings distributed or no longer considered permanently reinvested $13, a net charge related to valuation allowance adjustments $9, and a net charge for other items $1, partially offset by a net benefit related to prior year amended returns and audit settlements ($14); and

•

for the ~~beneficial owner who is directing the record stockholder to sign such written request to call~~year ended December 31, 2020, a ~~special meeting.~~

~~(D) Each written request to call a special meeting shall include the following and shall be delivered~~benefit related to the ~~Secretary~~release of a reserve as a result of a favorable Spanish tax case decision ($64), a benefit related to the recognition of a previously uncertain U.S. tax position ($30), a benefit for a U.S. tax law change ($30), and a net benefit for a number of small tax items ($3), partially offset by charges resulting from the remeasurement of deferred tax balances in various jurisdictions as a result of the ~~Corporation: (i)~~Arconic Inc. Separation Transactions $8, and a charge related to tax rate changes in various jurisdictions $4.

2

The tax impact on Special items is based on the ~~signature of~~applicable statutory rates whereby the ~~record stockholder submitting~~difference between such ~~request~~rates and the date such request was signed, (ii) the text of each business proposal desired to be submitted for stockholder approval at the special meeting, and (iii) as to the beneficial owner, if any, directing such record stockholder to sign the written request to callCompany’s consolidated estimated annual effective tax rate is itself a special meeting and as to such record stockholder (unless such record stockholder is acting solely as a nominee for a beneficial owner) (each such beneficial owner and each record stockholder who is not acting solely as a nominee, a “~~Disclosing Party”):~~Special item.

~~(1) all of the information required to be disclosed pursuant to~~ ~~Section 2.9(C)(1)~~ of these Bylaws (which information shall be supplemented by delivery to the Secretary) by each Disclosing Party, (i) not later than ten (10) days after the record date for determining the record stockholders entitled to notice of the special meeting (such record date, the “~~Meeting Record Date~~”), to disclose the foregoing information as of the Meeting Record Date and (ii) not later than the 5th day before the special meeting, to disclose the foregoing information as of the date that is ten (10) days prior to the special meeting or any adjournment or postponement thereof;

(2) with respect to each business proposal to be submitted for stockholder approval at the special meeting, a statement whether or not any Disclosing Party will deliver a proxy statement and form of proxy to holders of at least the percentage of voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (“~~Voting Stock”) required under applicable law to carry such proposal (such statement, a “Solicitation Statement”); and~~

~~(3) any additional information reasonably requested by the Board of Directors to verify the Voting Stock ownership position of such Disclosing Party.~~

Each time the Disclosing Party’s Voting Stock ownership position decreases following the delivery of the foregoing information to the Secretary, such Disclosing Party shall notify the Corporation of his, her or its decreased Voting Stock ownership position, together with any information reasonably requested by the Board of Directors to verify such position, within ten (10) days of such decrease or as of the 5th day before the special meeting, whichever is earlier.

~~(E) The Secretary shall not accept, and shall consider ineffective, a written request to call a special meeting pursuant to clause (A)(3) of this~~ ~~Section 2.2~~:

~~(1) that does not comply with the provisions of this~~ ~~Section 2.2~~;

~~(2) that relates to an item of business that is not a proper subject for stockholder action under applicable law;~~

(3) if such written request to call a special meeting is delivered between the time beginning on the 61st day after the earliest date of signature on a written request to call a special meeting, that has been delivered to the Secretary, relating to an identical or substantially similar item (as determined by the Board of Directors, a “~~Similar Item”), other than the election or removal of directors, and ending on the one (1)-year anniversary of such earliest date;~~

(4) if a Similar Item will be submitted for stockholder approval at any stockholder meeting to be held on or before the 120th day after the Secretary receives such written request to call a special meeting (and, for purposes of this clause (4), the election of directors shall be deemed to be a Similar

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~~Item with respect~~

HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

RECONCILIATION OF OPERATING INCOME MARGIN EXCLUDING SPECIAL ITEMS AND OTHER ADJUSTMENTS

($ in millions)	Year Ended
	December 31, 2021			December 31, 2020
Operating income		$	748		$	626
Special items:
Restructuring and other charges			90			182
Costs associated with the Arconic Inc. Separation Transaction			—			7
Legal and other advisory reimbursements related to Grenfell Tower, net			(4)			(12)
Plant fire (reimbursements) costs, net			(3)			3
Costs associated with closures, shutdowns, and other items			35			3
Operating income excluding Special items		$	866		$	809
Sales		$	4,972		$	5,259
Operating income margin excluding Special items			17.4%			15.4%

Operating income excluding Special items and Operating income margin excluding Special items are non-GAAP financial measures. Management believes that these measures are meaningful to ~~all items of business involving~~investors because management reviews the ~~election or removal of directors, changing the size~~operating results of the ~~Board~~Company excluding the impacts of ~~Directors and the filling of vacancies or newly created directorships resulting from any increase~~Special items. There can be no assurances that additional Special items will not occur in ~~the authorized number of directors);~~

~~(5) if a Similar Item has been presented at any meeting of stockholders held within 180 days prior~~future periods. To compensate for this limitation, management believes that it is appropriate to receipt by the Secretary of such written request to call a special meeting (and, for purposes of this clause (5), the election of directors shall be deemed to be a Similar Item with respect to all items of business involving the election or removal of directors, changing the size of the Board of Directors and the filling of vacancies or newly created directorships resulting from any increase in the authorized number of directors); or

(6) if such written request to call a special meeting is delivered between the time beginning on the 90th day prior to the date of the next annual meeting and ending on the date of the next annual meeting.

~~(F) Revocations:~~

~~(1) A record stockholder may revoke a request to call a special meeting at any time before the special meeting by sending written notice of such revocation to the Secretary of the Corporation.~~

~~(2) All written requests for a special meeting shall be deemed revoked:~~

~~(a) upon the first date that, after giving effect to revocation(s) and notices of ownership position decreases (pursuant to~~ ~~Section 2.2(D)(3)~~ ~~and the last sentence of~~ ~~Section 2.2(D)~~, respectively), the aggregate Voting Stock ownership position of all the Disclosing Parties who are listed on the unrevoked written requests to call a special meeting with respect to a Similar Item decreases to a number of shares of Voting Stock less than theconsider both Operating income determined under GAAP as well as Operating income excluding Special ~~Meeting Request Required Shares;~~

(b) if any Disclosing Party who has provided a Solicitation Statement with respect to any business proposal to be submitted for stockholder approval at such special meeting does not act in accordance with the representations set forth therein; or

~~(c) if any Disclosing Party does not provide the supplemental information required by~~ ~~Section 2.2(D)(3)~~ ~~or by the final sentence of~~ ~~Section 2.2(D), in accordance with such provisions.~~

(3) If a deemed revocation of all written requests to call a special meeting has occurred after the special meeting has been called by the Secretary, the Board of Directors shall have the discretion to determine whether or not to proceed with the special meeting.

(G) The Board of Directors may submit its own proposal or proposals for consideration at a special meeting called at the request of one or more stockholders. The Meeting Record Date for, and the place, date and time of, any special meeting shall be fixed by the Board of Directors; provided, that the date of any such special meeting shall not be more than 120 days after the date on which valid special meeting request(s) from holders of the Special Meeting Request Required Shares are delivered to the Secretary of the Corporation.

~~Section 2.3.~~ ~~Place of Meeting~~. The Board of Directors or the Chairman of the Board of Directors, as the case may be, may designate the place of meeting for any annual or special meeting of the stockholders or may designate that the meeting be held by means of remote communication. If no designation is so made, the place of meeting shall be the principal office of the Corporation.

~~Section 2.4.~~ ~~Notice of Meeting~~. Written or printed notice, stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (as amended, the “~~DGCL~~”) (except to the extent prohibited by Section 232(e) of the DGCL) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to theitems.

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~~stockholder at such stockholder’s address as it appears on~~

HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

RECONCILIATION OF ADJUSTED EBITDA EXCLUDING SPECIAL ITEMS MARGIN

($ in millions)	Quarter ended December 31, 2021
Income from continuing operations after income taxes		$	77
Add:
Provision for income taxes			1
Other expense, net			6
Loss on debt redemption			5
Interest expense, net			58
Restructuring and other charges			68
Provision for depreciation and amortization			67
Adjusted EBITDA		$	282
Add:
Plant fire reimbursements, net			(11)
Costs associated with closures, shutdowns, and other items			25
Adjusted EBITDA excluding Special items		$	296
Third-party sales		$	1,285
Adjusted EBITDA excluding Special items margin			23.0%

Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items margin are non-GAAP financial measures. The Company’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the ~~records~~following items: Cost of ~~the Corporation. If notice is given by electronic transmission, such notice shall be deemed~~goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. Management believes that Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items Margin are meaningful to be given at the times provided in the DGCL. Such further notice shall be given as may be required by applicable law. Meetings may be held without notice if all stockholders entitled to vote are present and participate at the meeting without objectinginvestors because they provide additional information with respect to the ~~holding of the meeting, or if notice is waived by those not present in accordance with~~ ~~Section 7.4~~ of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and unless the Certificate of Incorporation otherwise provides, any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

~~Section 2.5.~~ ~~Quorum and Adjournment~~. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the Voting Stock, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The Chairman of the Board of Directors or the Chief Executive Officer may adjourn the meeting from time to time, whether or not there is a quorum. No notice of the time, date and place, if any, of adjourned meetings need be given except as required by applicable law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

~~Section 2.6.~~ ~~Organization~~. Meetings of stockholders shall be presided over by such person as the Board of Directors may designate as chairman of the meeting, or in the absence of such a person, the Chairman of the Board of Directors, or if none or in the Chairman of the Board of Directors’ absence or inability to act, the Chief Executive Officer, or if none or in the Chief Executive Officer’s absence or inability to act, the President, or if none or in the President’s absence or inability to act, an officer of the Corporation elected by the Board of Directors, or, if none of the foregoing is present or able to act, by a chairman to be chosen by the holders of a majority of the shares entitled to vote who are present in person or by proxy at the meeting. The Secretary, or in the Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting. The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meetingCompany’s operating performance and the ~~safety of those present, limitations on participation in the meeting~~Company’s ability to ~~stockholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry~~meet its financial obligations. The Adjusted EBITDA presented may not be comparable to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot.

~~Section 2.7.~~ ~~Proxies~~. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the DGCL) by the stockholder, or by such stockholder’s duly authorized attorney in fact.

~~Section 2.8.~~ ~~Order of Business~~.

~~(A)~~ ~~Annual Meetings of Stockholders~~. At any annual meeting of the stockholders, only such nominations of individuals for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and proposalssimilarly titled measures of other business to be properly brought before an annual meeting, nominations and proposals of other business must be: (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly made at the annual meeting, by or at the direction of the Board of Directors or (c) otherwise properly requested to be brought before the annual meeting by a stockholder ofcompanies.

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HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

RECONCILIATION OF ADJUSTED EBITDA EXCLUDING SPECIAL ITEMS MARGIN

($ in millions)	2nd Half of 2021
Income from continuing operations after income taxes		$	104
Add:
Benefit for income taxes			(3)
Other expense, net			7
Loss on debt redemption			123
Interest expense, net			121
Restructuring and other charges			76
Provision for depreciation and amortization			135
Adjusted EBITDA		$	563
Add:
Plant fire reimbursements, net			(10)
Costs associated with closures, shutdowns, and other items			35
Adjustment for performance-based restricted share units1			3
Adjusted EBITDA excluding Special items		$	591
Third-party sales		$	2,568
Adjustment for performance-based restricted share units1			15
Adjusted sales		$	2,583
Adjusted EBITDA excluding Special items margin			22.9%

Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items margin are non-GAAP financial measures. The Company’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the ~~Corporation in accordance~~following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. Management believes that Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items Margin are meaningful to investors because they provide additional information with ~~these Bylaws. For nominations of individuals for election~~respect to the ~~Board of Directors or proposals~~Company’s operating performance and the Company’s ability to meet its financial obligations. The Adjusted EBITDA presented may not be comparable to similarly titled measures of other ~~business~~companies.

Additionally, Adjusted sales is a non-GAAP financial measure. Management believes that this measure is meaningful to ~~be properly requested by a stockholder~~investors because its reflective of historical revenue performance.

1

The adjustment for performance-based restricted share units included the normalization of foreign currency exchange rates and other adjustments realized in actual results to be made at an annual meeting, a stockholder must (i) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting and (iii) comply with the procedures set forth in these Bylaws as to such business or nomination. Subject to ~~Article IX~~ of these Bylaws, the immediately preceding sentence shall be the exclusive means for a stockholder to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “~~Exchange Act”) and included~~those contemplated in the ~~Corporation’s notice of meeting) before an annual meeting of stockholders.~~Company’s incentive compensation targets.

~~(B)~~ ~~Special Meetings of Stockholders~~. At any special meeting of the stockholders, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting. To be properly brought before a special meeting, proposals of business must be (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the special meeting, by or at the direction of the Board of Directors or (iii) specified in the Corporation’s notice of meeting (or any supplement thereto) given by the Corporation pursuant to a valid stockholder request in accordance with ~~Section 2.2~~ ~~of these Bylaws, it being understood that business transacted at such a special meeting shall be limited to the matters stated in such valid stockholder request;~~ ~~provided~~, ~~however, that nothing herein shall prohibit the Board of Directors from submitting additional matters to stockholders at any such special meeting.~~

Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (1) is a stockholder of record at the time of giving of notice of such special meeting and at the time of the special meeting, (2) is entitled to vote at the meeting, and (3) complies with the procedures set forth in these Bylaws as to such nomination. Subject to ~~Article IX~~ ~~of these Bylaws, this~~ ~~Section 2.8(B)~~ shall be the exclusive means for a stockholder to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before a special meeting of stockholders.

~~(C)~~ ~~General~~. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairman of any annual or special meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these Bylaws and, if any proposed nomination or other business is not in compliance with these Bylaws, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.

~~Section 2.9.~~ ~~Advance Notice of Stockholder Business and Nominations~~.

~~(A)~~ ~~Annual Meeting of Stockholders. Without qualification or limitation, subject to~~ ~~Section 2.9(C)(4)~~ ~~of these Bylaws, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to~~ ~~Section 2.8(A)~~ ~~of these Bylaws, the stockholder must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by~~ ~~Section 2.10~~ of these Bylaws), and timely updates and supplements thereof, in each case in proper form, in writing to the Secretary, and such other business must otherwise be a proper matter for stockholder action.

To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; ~~provided~~, ~~however~~, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public

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~~announcement~~

HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

RECONCILIATION OF ADJUSTED EBITDA EXCLUDING SPECIAL ITEMS MARGIN

($ in millions)	Twelve months ended December 31, 2020 (2020 LTIP Result)			Twelve months ended December 31, 2021 (2021 LTIP Result)
Income from continuing operations after income taxes		$	211		$	258
Add:
Benefit for income taxes			(40)			(66)
Other expense, net			74			19
Loss on debt redemption			64			146
Interest expense			317			259
Restructuring and other charges			182			90
Provision for depreciation and amortization			279			270
Adjusted EBITDA		$	1,087		$	1,108
Add:
Costs associated with the Arconic Inc. Separation Transaction			7			—
Plant fire reimbursements, net1			(3)			(4)
Legal and other advisory costs related to Grenfell Tower			(12)			(4)
Costs associated with closures, shutdowns, and other items			3			35
Adjustment for performance-based restricted share units2			10			3
Adjusted EBITDA excluding Special items		$	1,092		$	1,138
Third-party sales		$	5,259		$	4,972
Adjustment for performance-based restricted share units2			(13)			15
Adjusted sales		$	5,246		$	4,987
Adjusted EBITDA excluding Special items margin			20.8%			22.8%

Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items margin are non-GAAP financial measures. The Company’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the ~~date~~following items: Cost of ~~such annual meeting is less than one hundred (100) days prior~~goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. Management believes that Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items Margin aremeaningful to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this ~~Section 2.9(A)~~ ~~shall also be considered timely, but only~~investors because they provide additional information with respect to ~~nominees for any new positions created by such increase, if it shall~~the Company’s operating performance and the Company’s ability to meet its financial obligations. The Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items margin presented may not be ~~delivered~~comparable to similarly titled measures of other companies.

Additionally, Adjusted sales is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because its reflective of historical revenue performance.

1

Plant fire reimbursements excludes the ~~Secretary at the principal executive offices~~impacts of ~~the Corporation not later than the close~~$6 of ~~business on the 10th day following the day on which such public announcement is first made by the Corporation.~~

In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meetingdepreciation in the ~~case~~second quarter ended June 30, 2020.

2

The adjustment for performance-based restricted share units included the normalization of ~~the update~~foreign currency exchange rates and ~~supplement required~~other adjustments realized in actual results to ~~be made as of the record date, and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof~~those contemplated in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or under any other provision of the Bylaws or enable or be deemed to permit a stockholder who has previously submitted notice hereunder or under any other provision of the Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and or resolutions proposed to be brought before a meeting of the stockholders.Company’s incentive compensation targets.

~~(B)~~ ~~Special Meetings of Stockholders~~. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting, subject to the provisions of ~~Section 2.8(B)~~ ~~of these Bylaws.~~

~~Subject to~~ ~~Section 2.9(C)(4)~~ of these Bylaws, in the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, provided that the stockholder gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by ~~Section 2.10~~ of these Bylaws), and timely updates and supplements thereof in each case in proper form, in writing, to the Secretary. To be timely, a stockholder’s notice pursuant to the preceding sentence shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting of stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. In addition, to be considered timely, a stockholder’s notice pursuant to the first sentence of this paragraph shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later

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~~than five (5) business days after~~

HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

RECONCILIATION OF ADJUSTED FREE CASH FLOW – 2021

($ in millions)	1Q21			2Q21			3Q21			4Q21			Total 2021
Cash (used for) provided from operations		$	(6)		$	85		$	67		$	303		$	449
Cash receipts from sold receivables			57			115			95			—			267
Capital expenditures			(55)			(36)			(47)			(61)			(199)
Adjusted free cash flow		$	(4)		$	164		$	115		$	242		$	517
Voluntary cash pension payments			—			—			—			28			28
Adjusted free cash flow, excluding voluntary cash pension payments		$	(4)		$	164		$	115		$	270		$	545

The net cash funding from the ~~record date~~sale of accounts receivables was neither a use of cash nor a source of cash in all periods presented.

In the third quarter of 2021, the Company restructured its accounts receivable securitization. As a result, going forward, Cash receipts from sold receivables (which had been included in the investing section of the Statement of Consolidated Cash Flows) will be $0 as the entire impact of the accounts receivable securitization program will be included in the Cash (used for) provided from operations section of the Statement of Consolidated Cash Flows. Consequently, for the ~~meeting in~~fourth quarter of 2021 and full year 2022, the ~~case~~definition of ~~the update~~Adjusted free cash flow is Cash (used for) provided from operations less Capital expenditures.

Adjusted free cash flow and ~~supplement required~~Adjusted free cash flow, excluding voluntary cash pensions payments are non-GAAP financial measures. Management believes that these measures are meaningful to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.

~~(C)~~ ~~Disclosure Requirements~~.

~~(1) To be in proper form, a stockholder’s notice (whether given pursuant to~~ ~~Section 2.2~~, ~~2.8, this~~ ~~Section 2.9~~ or ~~Section 2.10) to the Secretary must include the following, as applicable:~~

(a) As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal, as applicable, is made, a stockholder’s notice must set forth: (i) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in partinvestors because management reviews cash flows generated from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including dueoperations after taking into consideration capital expenditures (due to the fact that these expenditures are considered necessary to maintain and expand the ~~value~~Company’s asset base and are expected to generate future cash flows from operations), as well as cash receipts from net sales of beneficial interest in sold receivables. It is important to note that Adjusted free cash flow and Adjusted free cash flow, excluding voluntary cash pension payments do not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such ~~contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or~~as mandatory debt service requirements, are not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “~~Derivative Instrument~~”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith have any right to vote any class or series of shares of the Corporation, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, a “~~Short Interest~~”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith that are separated or separablededucted from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith are entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation anymeasure.

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~~such interests held by members~~

HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

RECONCILIATION OF ADJUSTED FREE CASH FLOW – 2020

($ in millions)	1Q20			2Q20			3Q20			4Q20			Total 2020
Cash provided from operations		$	(208)		$	31		$	35		$	151		$	9
Cash receipts from sold receivables			48			66			144			164			422
Capital expenditures			(152)			(32)			(36)			(47)			(267)
Adjusted free cash flow		$	(312)		$	65		$	143		$	268		$	164
Cost associated with the Arconic Inc. Separation Transaction			66			11			—			—			77
Allocation adjustments1			146			—			—			—			146
Adjusted free cash flow, excluding costs associated with the Arconic Inc. Separation Transaction		$	(100)		$	76		$	143		$	268		$	387

The net cash funding from the sale of accounts receivables was $329 million in the ~~immediate family sharing~~first quarter of 2020 which represented a $21 million use of cash in the ~~same household~~first quarter. The net cash funding from the sale of ~~such stockholder, such beneficial owner~~accounts receivables was $299 million in the second quarter of 2020 which represented a $30 million use of cash in the second quarter. The net cash funding from the sale of accounts receivables was $255 million in the third quarter of 2020 which represented a $45 million use of cash in the third quarter. The net cash funding from the sale of accounts receivables was $250 million in the fourth quarter of 2020 which represented a $5 million use of cash in the fourth quarter.

Adjusted free cash flow and their respective affiliates or associates or others acting in concert therewith, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith and (I) any direct or indirect interest of such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith in any contractAdjusted free cash flow, excluding costs associated with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (iii) all informationArconic Inc. Separation Transaction are non-GAAP financial measures. Management believes that ~~would be required~~these measures are meaningful to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, if any, and (iv) any other information relating to such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

~~(b) If the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, a stockholder’s notice must, in addition~~investors because management reviews cash flows generated from operations after taking into consideration capital expenditures (due to the ~~matters set forth~~fact that these expenditures are considered necessary to maintain and expand the Company’s asset base and are expected to generate future cash flows from operations), cash receipts from net sales of beneficial interest in paragraph (a) above, also set forth: (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder, such beneficial owner and each of their respective affiliates or associates or others acting in concert therewith, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend the Bylaws of the Corporation, the text of the proposed amendment), and (iii) a description of all agreements, arrangements and understandings between such stockholder, such beneficial owner and any of their respective affiliates or associates or others acting in concert therewith, if any, and any other person or persons (including their names) in connectionsold receivables, as well as costs associated with the ~~proposal~~Arconic Inc. Separation Transaction. It is important to note that Adjusted free cash flow and Adjusted free cash flow, excluding costs associated with the Arconic Inc. Separation Transaction, measures do not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure.

1

Adjustments include differences between allocations as required under discontinued operations as part of ~~such business by such stockholder;~~

~~(c) As~~generally accepted accounting principles and estimated actual spending in cash provided from operations and capital expenditures related to ~~each individual, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors,~~Howmet on a stockholder’s notice must, in addition to the matters set forth in paragraph (a) above, also set forth: (i) all information relating to such individual that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such individual’s written consent to being named in the Corporation’s proxy statementstandalone basis as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 or any successor provision promulgated under Regulation S-K if the ~~stockholder making the nomination and any beneficial owner~~Arconic Inc. Separation Transaction had occurred on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; andJanuary 1, 2020.

(d) With respect to each individual, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, a stockholder’s notice must, in addition to the matters set forth in paragraphs (a) and (c) above, also include a completed and signed questionnaire, representation and agreement required by ~~Section 2.10~~ of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director

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of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Notwithstanding anything to the contrary, only persons who are nominated in accordance with the procedures set forth in these Bylaws, including without limitation ~~Sections 2.8~~, ~~2.9~~ ~~and~~ ~~2.10~~ ~~hereof, shall be eligible for election as directors.~~

~~(2) For purposes of these Bylaws, “public announcement~~” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw; ~~provided~~, ~~however~~, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these Bylaws with respect to nominations or proposals as to any other business to be considered.

~~(4) Nothing in this~~ ~~Section 2.9~~ shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws. Subject to Rule 14a-8 under the Exchange Act, nothing in this ~~Section 2.9~~ shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of director or directors or any other business proposal.

~~Section 2.10.~~ ~~Submission of Questionnaire, Representation and Agreement~~. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person nominated by a stockholder for election or reelection to the Board of Directors must deliver (in accordance with the time periods prescribed for delivery of notice under ~~Section 2.9~~ of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such individual (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “~~Voting Commitment~~”) that has not been disclosed to the Corporation, or (2) any Voting Commitment that could limit or interfere with such individual’s ability to comply, if elected as a director of the Corporation, with such individual’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, (C) will comply with the Corporation’s corporate governance guidelines and other policies applicable to its directors, and has disclosed therein whether all or any portion of securities of the Corporation were purchased with any financial assistance provided by any other person and whether any other person has any interest in such securities, (D) in such individual’s personal capacity and on behalf of any person or entity on whose behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time, (E) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director, and (F) will abide by the requirements of ~~Section 2.11~~ ~~of these Bylaws.~~

~~Section 2.11.~~ ~~Procedure for Election of Directors; Required Vote~~.

(A) Except as set forth below, election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of any series of Preferred Stock to elect directors, a majority of the votes cast at any meeting for the election of directors at

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~~which a quorum is present shall elect directors. For purposes~~ [MISSING IMAGE: tm225175d1-px_howmetpg1bw.jpg]

HOWMET AEROSPACE INC.C/O CORPORATE SECRETARY'S OFFICE 201 ISABELLA STREETSUITE 200 PITTSBURGH, PA 15212 SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of this Bylaw, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election. Votes cast shall include votes against in each case and exclude abstentions and broker nonvotes with respect to that director’s election. Notwithstanding the foregoing, in the event of a “contested election” of directors, directors shall be electedinformation. Vote by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a “contested election” shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, with the determination thereof being made by the Secretary as of the later of (i) the close of the applicable notice of nomination period set forth in ~~Section 2.9~~ ~~of these Bylaws or under applicable law and (ii) the last day~~11:59 p.m. Eastern Time on ~~which a Proxy Access Notice may be delivered in accordance with the procedures set forth in~~ ~~Section 9.1, based on whether one or more notice(s) of nomination or Proxy Access Notice(s) were timely filed in accordance with said~~ ~~Section 2.9~~ ~~and/or~~ ~~Section 9.1, as applicable;~~ ~~provided~~, ~~however~~, that the determination that an election is a “contested election” shall be determinative only as to the timeliness of a notice of nomination and not otherwise as to its validity. If, prior to the time the Corporation mails its initial proxy statement in connection with such election of directors, one or more notices of nomination are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a contested election, but in all other cases, once an election is determined to be a contested election, directors shall be elected by the vote of a plurality of the votes cast.

(B) If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors in accordance with the agreement contemplated by ~~Section 2.10~~ of these Bylaws. The Governance and Nominating Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Governance and Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results. The Governance and Nominating Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not participate in the recommendation of the Governance and Nominating Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of ~~Section 3.10~~ ~~of these Bylaws or may decrease the size of the Board of Directors pursuant to the provisions of~~ ~~Section 3.2~~ ~~of these Bylaws.~~

(C) Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

~~(D) Any individual who is nominated for election to the Board of Directors and included in the Corporation’s proxy materials for an annual meeting, including pursuant to~~ ~~Section 9.1~~, shall tender an irrevocable resignation, effective immediately, upon a determination by the Board of Directors or any committee thereof that (1) the information provided to the Corporation by such individual or, if applicable, by the Eligible Stockholder (or any stockholder, fund comprising a Qualifying Fund and/or beneficial owner whose stock ownership is counted for the purposes of qualifying as an Eligible Stockholder) who nominated such individual, was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading or (2) such individual or, if applicable, the Eligible Stockholder (including each stockholder, fund comprising a Qualifying Fund and/or beneficial owner whose stock ownership is counted for the

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~~purposes of qualifying as an Eligible Stockholder) who nominated such individual, shall have breached any representations or obligations owed to the Corporation under these Bylaws.~~

~~Section 2.12.~~ ~~Inspectors of Elections; Opening and Closing the Polls~~. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may, but does not need to, include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law.

~~The chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for the matters upon which the stockholders will vote at a meeting.~~

~~Section 2.13.~~ ~~Stockholder Action by Written Consent~~. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation at an annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present and voted. No written consent shall be effective to take the action referred to therein unless written consents signed by the holders of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present and voted are delivered to and received by the Corporation within sixty (60) days of the first date on which a written consent was delivered to the Corporation. Every written consent shall be signed by one or more persons who as of the record date are stockholders of record on such record date, shall bear the date of signature of each such stockholder, and shall set forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such consent and the class or series and number of shares of the Corporation which are owned of record and beneficially by each such stockholder and shall be delivered to and received by the Secretary of the Corporation at the Corporation’s principal office by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of any action by the stockholders of Corporation without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing in accordance with the DGCL.

~~Section 2.14.~~ ~~Record Date for Action by Written Consent~~. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall request the Board of Directors to fix a record date, which request shall be in proper form and delivered to the Secretary at the principal executive offices of the Corporation. To be in proper form, such request must be in writing and shall state the purpose or purposes of the action or actions proposed to be taken by written consent.

The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or to any officer or agent of the

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Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

~~Section 2.15.~~ ~~Inspectors of Written Consent. In the event of the delivery, in the manner provided by~~ ~~Section 2.13~~ of these Bylaws, to the Corporation of the requisite written consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with ~~Section 2.13~~ of these Bylaws represent at least the minimum number of votes that would be necessary to authorize or take the action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

~~ARTICLE III~~
~~BOARD OF DIRECTORS~~

~~Section 3.1.~~ ~~General Powers~~. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

~~Section 3.2.~~ ~~Number and Tenure~~. Subject to the rights of the holders of any series of Preferred Stock to elect directors, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

~~Section 3.3.~~ ~~Election of Directors~~. The directors shall be elected at the annual meetings of stockholders as specified in the Certificate of Incorporation except as otherwise provided in the Certificate of Incorporation and in these Bylaws, and each director of the Corporation shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

~~Section 3.4.~~ ~~Regular Meetings~~. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of stockholders, or such other date, time and place as the Board of Directors may determine. The Board of Directors may, by resolution, provide the date, time and place, if any, for the holding of additional regular meetings without other notice than such resolution.

~~Section 3.5.~~ ~~Special Meetings~~. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board of Directors, the Chief Executive Officer or a majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place, if any, date and time of the meetings.

~~Section 3.6.~~ ~~Notice of Meeting~~. Notice of any special meeting of directors shall be given to each director at such person’s business or residence in writing by hand delivery, first-class or overnight mail or courier service, email or facsimile transmission, or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours before such meeting. If by email, facsimile transmission, telephone or by hand, such notice shall be deemed adequately delivered when the notice is

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transmitted at least twelve (12) hours before such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with ~~Section 7.4~~ ~~of these Bylaws.~~

~~Section 3.7.~~ ~~Action by Consent of Board of Directors~~. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

~~Section 3.8.~~ ~~Conference Telephone Meetings~~. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

~~Section 3.9.~~ ~~Quorum. Subject to~~ ~~Section 3.10~~ of these Bylaws, a whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

~~Section 3.10.~~ ~~Vacancies~~. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by a sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

~~Section 3.11.~~ ~~Chairman of the Board of Directors~~. The Chairman of the Board of Directors shall be chosen from among the directors and may be the Chief Executive Officer. The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. In the absence of the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, or another director, in the order designated by the Chairman of the Board of Directors, shall preside at meetings of the Board of Directors.

~~Section 3.12.~~ ~~Committees~~. The Board of Directors may designate any such committee as the Board of Directors considers appropriate, which shall consist of one or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors as appropriate.

A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in ~~Section 3.6~~ of these Bylaws. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve, any such committee. Nothing herein shall be deemed to prevent the Board of Directors from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; ~~provided~~, ~~however, that no such committee shall have or may exercise any authority of the Board of Directors.~~

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~~Section 3.13.~~ ~~Removal~~. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time by the stockholders, with or without cause, by the affirmative vote of the holders of a majority of the then-outstanding shares of Voting Stock, voting together as a single class.

~~ARTICLE IV~~
~~OFFICERS~~

~~Section 4.1.~~ ~~Elected Officers~~. The elected officers of the Corporation shall be a Chief Executive Officer, a Chief Financial Officer, a Chief Legal Officer, a Secretary, a Treasurer, a Controller and such other officers, including a President, or assistant officers as the Board of Directors from time to time may deem proper. Any number of offices may be held by the same person. All officers and assistant officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this ~~Article IV~~. Such officers and assistant officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. The Board of Directors or any committee thereof may from time to time elect such other officers and assistant officers (including one or more Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers and Assistant Controllers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Assistant officers and agents also may be appointed by the Chief Executive Officer. Such other officers, assistant officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board of Directors or such committee or by the Chief Executive Officer, as the case may be.

~~Section 4.2.~~ ~~Election and Term of Office~~. The elected officers of the Corporation shall be elected by the Board of Directors. Each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified or until such officer’s earlier death, resignation or removal.

~~Section 4.3.~~ ~~Chief Executive Officer~~. The Chief Executive Officer shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incident to the office which may be required by applicable law and all such other duties as are properly required of the Chief Executive Officer by the Board of Directors. The Chief Executive Officer of the Corporation may also serve as President, if so elected by the Board of Directors.

~~Section 4.4.~~ ~~President~~. If the Board of Directors elects a President who is not the Chief Executive Officer, the President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs.

~~Section 4.5.~~ ~~Vice Presidents~~. Each Vice President, including any Vice President designated as Executive, Senior, or otherwise, shall have such powers and shall perform such duties as shall be assigned to such Vice President by the Board of Directors, the Chief Executive Officer or the President.

~~Section 4.6.~~ ~~Chief Financial Officer~~. The Chief Financial Officer shall act in an executive financial capacity. The Chief Financial Officer shall assist the Chief Executive Officer and the President in the general supervision of the Corporation’s financial policies and affairs. The Chief Financial Officer shall, in general, perform all the duties incident to the office of Chief Financial Officer and shall have such further powers and duties as shall be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President.

~~Section 4.7.~~ ~~Chief Legal Officer~~. The Chief Legal Officer shall advise the Corporation on legal matters affecting the Corporation and its activities and shall supervise and direct the handling of all such legal matters. The Chief Legal Officer shall, in general, perform all duties incident to such office, and shall have such further powers and duties as shall be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President.

~~Section 4.8.~~ ~~Treasurer~~. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall, in general, perform all the duties incident to the office of Treasurer and shall have such further powers and duties as shall be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President.

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~~Section 4.9.~~ ~~Secretary~~. The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by applicable law. The Secretary shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to instruments when appropriate. The Secretary shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to such Secretary by the Board of Directors, the Chief Executive Officer or the President.

~~Section 4.10.~~ ~~Controller~~. The Controller shall be responsible for the implementation of accounting policies and procedures, the installation and supervision of accounting records, and the preparation of necessary financial reports and statements. The Controller shall, in general, perform all duties incident to the office of Controller, and shall have such further powers and duties as shall be prescribed from time to time by the Board of Directors, the Chief Executive Officer or the President.

~~Section 4.11.~~ ~~Compensation of Assistant Officers and Agents~~. Unless otherwise determined by the Board of Directors, the Chief Executive Officer shall have the authority to fix and determine, and change from time to time, the compensation of all assistant officers and agents of the Corporation elected or appointed by the Board of Directors or by the Chief Executive Officer, including, but not restricted to, monthly or other periodic compensation and incentive or other additional compensation.

~~Section 4.12.~~ ~~Removal~~. The Chief Executive Officer, the President and the Chief Financial Officer may be removed from office with or without cause by the affirmative vote of a majority of the Whole Board. Any other officer or assistant officer elected, or agent appointed, by the Board of Directors may be removed from office with or without cause by the affirmative vote of a majority of the Board of Directors then in office. Any assistant officer or agent appointed by the Chief Executive Officer may be removed by the Chief Executive Officer with or without cause. No elected officer or assistant officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his or her successor, his or her death, or his or her resignation or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

~~Section 4.13.~~ ~~Vacancies~~. A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board of Directors. Any vacancy in an office appointed by the Chief Executive Officer or the President because of death, resignation, or removal may be filled by the Chief Executive Officer or the President.

~~ARTICLE V~~
~~STOCK CERTIFICATES AND TRANSFERS~~

~~Section 5.1.~~ ~~Certificated and Uncertificated Stock; Transfers. The interest of each stockholder of the Corporation may be evidenced by certificates~~May 24, 2022 for shares ~~of stock in such form as the appropriate officers of the Corporation may from time to time prescribe or may be uncertificated.~~

~~The shares of the stock of the Corporation shall be transferred~~held directly and by 11:59 p.m. Eastern Time on ~~the books of the Corporation, in the case of certificated shares of stock, by the holder thereof in person or by such person’s attorney duly authorized in writing, upon surrender~~May 22, 2022 for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require; and, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney duly authorized in writing, and upon compliance with appropriate procedures for transferring shares in uncertificated form. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose

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facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Notwithstanding anything to the contrary in these Bylaws, at all times that the Corporation’s stock is listed on a stock exchange, the shares of the stock of the Corporation shall comply with all direct registration system eligibility requirements established by such exchange, including any requirement that shares of the Corporation’s stock be eligible for issue in book-entry form. All issuances and transfers of shares of the Corporation’s stock shall be entered on the books of the Corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares of stock are issued, the number of shares of stock issued and the date of issue. The Board of Directors shall have the power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of shares of stock of the Corporation in both the certificated and uncertificated form.

~~Section 5.2.~~ ~~Lost, Stolen or Destroyed Certificates~~. No certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or such person’s discretion require.

~~Section 5.3.~~ ~~Record Owners~~. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

~~Section 5.4.~~ ~~Transfer and Registry Agents~~. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors or by the Chief Executive Officer or the President.

~~ARTICLE VI~~
~~INDEMNIFICATION~~

~~Section 6.1.~~ ~~Indemnification~~. Each person who was or is a party to, or is otherwise threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “~~Proceeding~~”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was, at any time during which this Bylaw is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or advancement of expenses pursuant hereto is sought or at the time any Proceeding relating thereto exists or is brought), a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (each such director or officer, a “~~Covered Person~~”), shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor of the Corporation by merger or otherwise) to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment or modification), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; ~~provided~~, ~~however~~, that the Corporation shall indemnify any such Covered Person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Covered Person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

~~Section 6.2.~~ ~~Advance of Expenses. To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or~~

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modification, only to the extent that such amendment or modification permits the Corporation to provide greater rights to advancement of expenses than said law permitted the Corporation to provide prior to such amendment or modification), each Covered Person shall have (and shall be deemed to have a contractual right to have) the right, without the need for any action by the Board of Directors, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses (including reasonable attorneys’ fees) incurred in connection with any Proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; ~~provided~~, that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not, except to the extent specifically required by applicable law, in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the “~~Undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under this Bylaw or otherwise.~~

~~Section 6.3.~~ ~~Non-Exclusivity of Rights. The rights conferred on any person in this~~ ~~Article VI~~, shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote or consent of stockholders or directors. Additionally, nothing in this ~~Article VI~~ ~~shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this~~ ~~Article VI~~. The Board of Directors shall have the power to delegate to such officer or other person as the Board of Directors shall specify the determination of whether indemnification shall be given to any person pursuant to this ~~Section 6.3~~.

~~Section 6.4.~~ ~~Indemnification Contracts~~. The Board of Directors is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights may be greater than those provided in this ~~Article VI~~.

~~Section 6.5.~~ ~~Continuation of Indemnification. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this~~ ~~Article VI~~ ~~shall continue notwithstanding that the person has ceased to be a Covered Person and shall inure to the benefit of his or her estate, heirs, executors, administrators, legatees and distributees;~~ ~~provided~~, ~~however~~, that the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors.

~~Section 6.6.~~ ~~Effect of Amendment or Repeal. The provisions of this~~ ~~Article VI~~ shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a Covered Person (whether before or after the adoption of these Bylaws), in consideration of such person’s performance of such services, and pursuant to this ~~Article VI, the Corporation intends to be legally bound to each such current or former Covered Person. With respect to current and former Covered Persons, the rights conferred under this~~ ~~Article VI~~ are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of these Bylaws. With respect to any Covered Persons who commence service following adoption of these Bylaws, the rights conferred under this ~~Article VI~~ shall be present contractual rights, and such rights shall fully vest, and be deemed to have vested fully, immediately upon such Covered Person’s service in the capacity which is subject to the benefits of this ~~Article VI~~.

~~Section 6.7.~~ ~~Notice. Any notice, request or other communication required or permitted to be given to the Corporation under this~~ ~~Article VI~~ shall be in writing and either delivered in person or sent by telecopy, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

~~Section 6.8.~~ ~~Severability. If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the~~

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remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

~~ARTICLE VII~~
~~MISCELLANEOUS PROVISIONS~~

~~Section 7.1.~~ ~~Fiscal Year~~. The fiscal year of the Corporation shall end on the 31st day of December; provided, that the Board of Directors shall have the power, from time to time, to fix a different fiscal year of the Corporation by a duly adopted resolution.

~~Section 7.2.~~ ~~Dividends~~. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

~~Section 7.3.~~ ~~Seal~~. The corporate seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the words “Corporate Seal, Delaware,” the name of the Corporation and the year of its organization. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

~~Section 7.4.~~ ~~Waiver of Notice~~. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

~~Section 7.5.~~ ~~Resignations~~. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice of such resignation to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary, or at such later time as is specified therein. Except to the extent specified in such notice, no formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

~~ARTICLE VIII~~
~~CONTRACTS, PROXIES, ETC.~~

~~Section 8.1.~~ ~~Contracts~~. Except as otherwise required by applicable law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board of Directors may determine. The Chairman of the Board of Directors, any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Secretary, the Treasurer, the Chief Legal Officer, the Controller and any other officer of the Corporation elected by the Board of Directors may sign, acknowledge, verify, make, execute and/or deliver on behalf of the Corporation any agreement, application, bond, certificate, consent, guarantee, mortgage, power of attorney, receipt, release, waiver, contract, deed, lease and any other instrument, or any assignment or endorsement thereof. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Secretary, the Treasurer, the

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Chief Legal Officer, the Controller or any other officer of the Corporation elected by the Board of Directors may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

~~Section 8.2.~~ ~~Proxies~~. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President or any officer of the Corporation elected by the Board of Directors may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other entity, or to consent in writing, in the name of the Corporation as such holder, to any action by such other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper in the premises.

~~ARTICLE IX~~
~~PROXY ACCESS~~

~~Section 9.1.~~ ~~Inclusion of Stockholder Director Nominations in the Corporation’s Proxy Materials~~. Subject to the terms and conditions set forth in these Bylaws, the Corporation shall include in its proxy statement for annual meetings of stockholders the name, together with the Required Information (as defined in paragraph (A) below), of an eligible person nominated for election (the “~~Stockholder Nominee”) to the Board of Directors pursuant to this Section 9.1 by a stockholder or group of stockholders that satisfy the requirements of this~~ ~~Section 9.1, including qualifying as an Eligible Stockholder (as defined in paragraph (D) below) and that expressly elects at the time of providing the written notice required by this~~ ~~Section 9.1~~ ~~(a “Proxy Access Notice”) to have its nominee(s) included in the Corporation’s proxy statement pursuant to this~~ ~~Section 9.1. For the purposes of this~~ ~~Section 9.1~~:

~~(1) “Constituent Holder~~” shall mean any stockholder, investment fund included within a Qualifying Fund (as defined in paragraph (D) below) or beneficial holder whose stock ownership is counted for the purposes of qualifying as holding the Proxy Access Request Required Shares (as defined in paragraph (D) below) or qualifying as an Eligible Stockholder (as defined in paragraph (D) below);

~~(2) “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Securities Act of 1933, as amended;~~ ~~provided~~, ~~however, that the term “partner” as used in the definition of “associate” shall not include any limited partner that is not involved in the management of the relevant partnership; and~~

~~(3) a stockholder (including any Constituent Holder) shall be deemed to “own~~” only those outstanding shares of Voting Stock as to which the stockholder itself (or such Constituent Holder itself) possesses both (a) the full voting and investment rights pertaining to the shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The number of shares calculated in accordance with the foregoing clauses (a) and (b) shall be deemed not to include (and to the extent any of the following arrangements have been entered into by affiliates of the stockholder (or of any Constituent Holder), shall be reduced by) any shares (x) sold by such stockholder or Constituent Holder (or any of either’s affiliates) in any transaction that has not been settled or closed, including any short sale, (y) borrowed by such stockholder or Constituent Holder (or any of either’s affiliates) for any purposes or purchased by such stockholder or Constituent Holder (or any of either’s affiliates) pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or Constituent Holder (or any of either’s affiliates), whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of Voting Stock, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in the future, such stockholder’s or Constituent Holder’s (or either’s affiliate’s) full right to

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vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or Constituent Holder (or either’s affiliate), other than any such arrangements solely involving an exchange listed multi-industry market index fund in which Voting Stock represents at the time of entry into such arrangement less than ten percent (10%) of the proportionate value of such index. For purposes of this ~~Section 9.1, a stockholder (including any Constituent Holder) will be deemed to “own”~~ shares held in the ~~name of a nominee or other intermediary so long as~~Employee Savings Plan. Have your proxy card in hand when you access the ~~stockholder itself (or such Constituent Holder itself) retains~~web site and follow the ~~right~~instructions to ~~instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. For purposes of this~~ ~~Section 9.1~~, a stockholder’s (including any Constituent Holder’s) ownership of shares shall be deemed to (I) continue during any period in which such person has loaned such shares in the ordinary course of its business so long as such stockholder retains the unrestricted power to recall such shares on no greater than five (5) business days’ notice or delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement so long as such delegation is revocable at any time by the stockholder, and (II) include, for purposes of measuring ownership for any applicable time period, ownership of Voting Stock of the Corporation’s immediate predecessor. The terms “~~owned,” “owning” and other variations of the word “own” shall have correlative meanings.~~

~~(A) For purposes of this~~ ~~Section 9.1, the “Required Information~~” that the Corporation shall include in its proxy statement is (1) the information concerning the Stockholder Nominee and the Eligible Stockholder that the Corporation determines is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under the Exchange Act; and (2) if the Eligible Stockholder so elects, a Statement (as defined in paragraph (F) below). The Corporation shall also include the name of the qualifying Stockholder Nominee in its proxy card. For the avoidance of doubt, and any other provision of these Bylaws notwithstanding, the Corporation may in its sole discretion solicit against, and include in the proxy statement its own statements or other information relating to, any Eligible Stockholder and/or Stockholder Nominee, including any information provided to the Corporation with respect to the foregoing.

(B) To be timely, a stockholder’s Proxy Access Notice must be delivered to the principal executive offices of the Corporation no earlier than one hundred and fifty (150) days and no later than one hundred and twenty (120) days before the one (1)-year anniversary of the date that the Corporation commenced mailing of its definitive proxy statement (as stated in such proxy statement) for the immediately preceding annual meeting with the Securities and Exchange Commission. In no event shall any adjournment or postponement of an annual meeting, the date of which has been announced by the Corporation, commence a new time period for the giving of a Proxy Access Notice.

~~(C) The number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this~~ ~~Section 9.1~~ but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board of Directors’ nominees or otherwise appoint to the Board of Directors) appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders may not exceed the greater of (x) two (2) and (y) the largest whole number that does not exceed twenty percent (20%) of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in this ~~Section 9.1~~ ~~(such greater number, the “Permitted Number”);~~ ~~provided~~, ~~however, that the Permitted Number shall be reduced by the number of directors in office with respect to whom a Proxy Access Notice was previously provided to the Corporation pursuant to this~~ ~~Section 9.1~~, other than (a) any such director whose term of office will expire at such annual meeting and who is not nominated by the Corporation at such annual meeting for another term of office and who is not seeking or agreeing to be nominated at such meeting for another term of office, and (b) any such director who at the time of such annual meeting will have served as a director continuously for at least two years; ~~provided~~, ~~further, that in no circumstance shall the Permitted Number exceed the number of directors to be elected at the applicable annual meeting as noticed by the Corporation; and~~ ~~provided~~, ~~further~~, that in the event the Board of Directors resolves to reduce the size of the Board of Directors effective on or prior to the date of the annual meeting, the Permitted Number shall be calculated based on the number of directors in office as so reduced. Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the

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~~Corporation’s proxy statement pursuant to this~~ ~~Section 9.1~~ shall (i) rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement in the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this ~~Section 9.1~~ exceeds the Permitted Number and (ii) explicitly specify and include the respective rankings referred to in the foregoing clause (i) in the Proxy Access Notice delivered to the Corporation with respect to all Stockholder Nominees submitted pursuant thereto. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this ~~Section 9.1~~ ~~exceeds the Permitted Number, each Eligible Stockholder will have its highest ranking Stockholder Nominee (as ranked pursuant to the preceding sentence) who meets the requirements of this~~ ~~Section 9.1~~ selected for inclusion in the Corporation’s proxy materials until the Permitted Number is reached, going in order of the amount (largest to smallest) of shares of Voting Stock each Eligible Stockholder disclosed as owned in its Proxy Access Notice submitted to the Corporation (with the understanding that an Eligible Stockholder may not ultimately have any of its Stockholder Nominees included if the Permitted Number has previously been reached). If the Permitted Number is not reached after each Eligible Stockholder has had one (1) Stockholder Nominee selected, this selection process shall continue as many times as necessary, following the same order each time, until the Permitted Number is reached. After reaching the Permitted Number of Stockholder Nominees, if any Stockholder Nominee who satisfies the eligibility requirements in this ~~Section 9.1~~ thereafter withdraws, has his or her nomination withdrawn or is thereafter not submitted for director election, no other nominee or nominees shall be required to be substituted for such Stockholder Nominee and included in the Corporation’s proxy statement or otherwise submitted for director election pursuant to this ~~Section 9.1~~.

~~(D) An “Eligible Stockholder~~” is one or more stockholders of record who own and have owned, or are acting on behalf of one or more beneficial owners who own and have owned (in each case as defined above), in each case continuously for at least three (3) years as of both the date that the Proxy Access Notice is received by the Corporation pursuant to this ~~Section 9.1, and as of the record date for determining stockholders eligible to vote at the annual meeting, at least three percent (3%) of the aggregate voting power of the Voting Stock (the “Proxy Access Request Required Shares~~”), and who continue to own the Proxy Access Request Required Shares at all times between the date such Proxy Access Notice is received by the Corporation and the date of the applicable annual meeting, provided that the aggregate number of stockholders, and, ifobtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/HWM2022You may attend the ~~extent that a stockholder is acting on behalf of one or more beneficial owners, of such beneficial owners, whose stock ownership is counted for~~meeting via the ~~purpose of satisfying the foregoing ownership requirement may not exceed twenty (20). Two or more investment funds that are (I) under common management~~Internet and investment control, (II) under common management and funded primarily by the same employers or (III) a “group of investment companies” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940 (a “~~Qualifying Fund~~”) will be treated as one stockholder for the purpose of determining the aggregate number of stockholders in this paragraph (D), provided that each fund included within a Qualifying Fund otherwise meets the requirements set forth in this ~~Section 9.1. No shares may be attributed to more than one group constituting an Eligible Stockholder under this~~ ~~Section 9.1~~ (and, for the avoidance of doubt, no stockholder may be a member of more than one group constituting an Eligible Stockholder). A record holder acting on behalf of one or more beneficial owners will not be counted separately as a stockholder with respect to the shares owned by beneficial owners on whose behalf such record holder has been directed in writing to act, but each such beneficial owner will be counted separately, subject to the other provisions of this paragraph (D), for purposes of determining the number of stockholders whose holdings may be considered as part of an Eligible Stockholder’s holdings. For the avoidance of doubt, Proxy Access Request Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Proxy Access Notice has itself individually beneficially owned such shares continuously for the three (3)-year period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met).

~~(E) No later than the final date when a Proxy Access Notice pursuant to this~~ ~~Section 9.1~~ ~~may be timely delivered to the Corporation, an Eligible Stockholder (including each Constituent Holder) must provide the following in writing to the Secretary of the Corporation:~~

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(1) with respect to each Constituent Holder, the information, representations and agreements that would be required to be provided in a stockholder’s notice of nomination pursuant to the requirements of ~~Section 2.9(C)~~ ~~and~~ ~~2.10~~ ~~of these Bylaws;~~

~~(2) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings~~vote during the past three (3) years, and any other material relationships, between or among the Eligible Stockholder (including any Constituent Holder) and its or their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each of such Eligible Stockholder’s Stockholder Nominee(s), and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Eligible Stockholder (including any Constituent Holder), or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the Stockholder Nominee were a director or executive officer of such registrant;

(3) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three (3)-year holding period) verifying that, as of a date within seven (7) calendar days prior to the date the Proxy Access Notice is delivered to the Corporation, such person owns, and has owned continuously for the preceding three (3) years, the Proxy Access Request Required Shares, and such person’s agreement to provide:

(a) within ten (10) days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying such person’s continuous ownership of the Proxy Access Request Required Shares through the record date, together with any additional information reasonably requested to verify such person’s ownership of the Proxy Access Request Required Shares; and

~~(b) immediate notice if the Eligible Stockholder ceases to own any of the Proxy Access Request Required Shares prior to the date of the applicable annual meeting of stockholders;~~

~~(4) a representation that such person:~~

~~(a) acquired the Proxy Access Request Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not have such intent;~~

~~(b) has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this~~ ~~Section 9.1~~;

(c) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors;

~~(d) will not distribute to any stockholder any form of proxy for the annual meeting other than the form distributed by the Corporation; and~~

(e) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and will otherwise comply with all applicable laws, rules and regulations in connection with any actions taken pursuant to this ~~Section 9.1~~;

(5) in the case of a nomination by a group of stockholders that together is such an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

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~~(6) an undertaking that such person agrees to:~~

(a) assume all liability stemming from, and indemnify and hold harmless the Corporation and its affiliates and each of its and their directors, officers, and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its affiliates, or any of its or their directors, officers or employees arising out of any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder (including such person) provided to the Corporation in connection with the nomination of the Stockholder Nominee(s) or efforts to elect such Stockholder Nominee(s) or out of any failure of the Eligible Stockholder to comply with, or any breach of, its obligations, agreements or representations pursuant to these Bylaws;

(b) comply with all laws, rules, regulations and listing standards applicable to nominations or solicitations in connection with the annual meeting of stockholders, and promptly provide the Corporation with such other information as the Corporation may reasonably request; and

(c) file with the Securities and Exchange Commission any solicitation by the Eligible Stockholder of stockholders of the Corporation relating to the annual meeting at which the Stockholder Nominee will be nominated.

~~In addition, no later than the final date when a Proxy Access Notice pursuant to this~~ ~~Section 9.1~~ may be timely delivered to the Corporation, a Qualifying Fund whose stock ownership is counted for purposes of qualifying as an Eligible Stockholder must provide to the Secretary of the Corporation documentation reasonably satisfactory to the Board of Directors that demonstrates that the funds included within the Qualifying Fund satisfy the definition thereof. In order to be considered timely, any information required by this ~~Section 9.1~~ to be provided to the Corporation must be supplemented (by delivery to the Secretary of the Corporation) (1) no later than ten (10) days following the record date for the applicable annual meeting, to disclose the foregoing information as of such record date, and (2) no later than the fifth day before the annual meeting, to disclose the foregoing information as of the date that is no earlier than ten (10) days prior to such annual meeting. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any Eligible Stockholder or other person to change or add any proposed Stockholder Nominee or be deemed to cure any defects or limit the remedies (including without limitation under these Bylaws) available to the Corporation relating to any defect.

~~(F) The Eligible Stockholder may provide to the Secretary of the Corporation, at the time the information required by this~~ ~~Section 9.1~~ is originally provided, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting, not to exceed five hundred (500) words, in support of the candidacy of such Eligible Stockholder’s Stockholder Nominee (the “~~Statement”). Notwithstanding anything to the contrary contained in this~~ ~~Section 9.1~~, the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes is materially false or misleading, omits to state any material fact, or would violate any applicable law or regulation.

~~(G) No later than the final date when a Proxy Access Notice pursuant to this~~ ~~Section 9.1~~ ~~may be timely delivered to the Corporation, each Stockholder Nominee must:~~

(1) provide an executed agreement, in a form deemed satisfactory by the Board of Directors or its designee (which form shall be provided by the Corporation reasonably promptly upon written request of a stockholder), that such Stockholder Nominee consents to being named in the Corporation’s proxy statement and form of proxy card (and will not agree to be named in any other person’s proxy statement or form of proxy card with respect to the Corporation) as a nominee;

~~(2) complete, sign and submit all questionnaires, representations and agreements required by these Bylaws, including~~ ~~Section 2.9(C)~~ ~~and~~ ~~2.10~~ ~~of these Bylaws, or of the Corporation’s directors generally; and~~

~~(3) provide such additional information as necessary to permit the Board of Directors to determine if such Stockholder Nominee:~~

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(a) is independent under the listing standards of each principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors;

(b) has any direct or indirect relationship with the Corporation other than those relationships that have been deemed categorically immaterial pursuant to the Corporation’s Corporate Governance Guidelines;

(c) would, by serving on the Board of Directors, violate or cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed or any applicable law, rule or regulation; and

~~(d) is or has been subject to any event specified in Item 401(f) of Regulation S-K (or successor rule) of the Securities and Exchange Commission.~~

In the event that any information or communications provided by the Eligible Stockholder (or any Constituent Holder) or the Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information and ofHave the information that is required to correct any such defect; it being understood for the avoidance of doubt that providing any such notification will not be deemed to cure any such defect or limit the remedies (including without limitation under these Bylaws) available to the Corporation relating to any such defect.

~~(H) Any Stockholder Nominee who is included~~printed in the ~~Corporation’s proxy materials~~box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 24, 2022 for ~~a particular annual meeting of stockholders but withdraws from or becomes ineligible or unavailable~~shares held directly and by 11:59 p.m. Eastern Time on May 22, 2022 for ~~election at that annual meeting (other than by reason of such Stockholder Nominee’s disability or other health reason) shall be ineligible to be a Stockholder Nominee pursuant to this~~ ~~Section 9.1~~ ~~for the next two annual meetings. Any Stockholder Nominee who is included~~shares held in the ~~Corporation’s~~Employee Savings Plan. Have your proxy ~~statement for a particular annual meeting of stockholders, but subsequently is determined not to satisfy~~card in hand when you call and then follow the ~~eligibility requirements of this~~ ~~Section 9.1~~ or any other provision of these Bylaws, the Certificate of Incorporation or other applicable rules or regulation any time before the annual meeting of stockholders, shall not be eligible for election at the relevant annual meeting of stockholders.

~~(I) The Corporation will not be required to include, pursuant to this~~ ~~Section 9.1~~, any Stockholder Nominee in its proxy materials for any annual meeting of stockholders, and if the proxy statement already has been filed, any Stockholder Nominee will cease to be eligible for nomination as a Stockholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation, if:

(1) such Stockholder Nominee is not independent under the listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors, in each case as determined by the Board of Directors;

(2) such Stockholder Nominee’s service as a member of the Board of Directors would violate or cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the Corporation is traded, or any applicable law, rule or regulation;

~~(3) such Stockholder Nominee is or has been, within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, 15 U.S.C. §19;~~

(4) such Stockholder Nominee is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years;

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~~(5) such Stockholder Nominee is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933;~~

~~(6) the Eligible Stockholder (or any Constituent Holder) or applicable Stockholder Nominee otherwise breaches or fails to comply in any material respect with its obligations pursuant to this~~ ~~Section 9.1~~ ~~or any agreement, representation or undertaking required by this Section;~~

(7) the Eligible Stockholder ceases to be an Eligible Stockholder for any reason, including but not limited to not owning the Proxy Access Request Required Shares through the date of the applicable annual meeting; or

~~(8) the Secretary of the Corporation receives a notice that any stockholder has nominated or intends to nominate a person for election to the Board of Directors at such annual meeting pursuant to~~ ~~Section 2.9~~ ~~of these Bylaws.~~

For the purposes of this paragraph (I), clauses (1), (2), (3), (4) and (5) and, to the extent related to a breach or failure by the Stockholder Nominee, clause (6) will result in the exclusion from the proxy materials pursuant to this ~~Section 9.1~~ ~~of the specific Stockholder Nominee to whom the ineligibility applies, or, if the proxy statement already has been filed, the ineligibility of such Stockholder Nominee to be nominated pursuant to this~~ ~~Section 9.1~~; ~~provided~~, ~~however~~, that clause (7) and, to the extent related to a breach or failure by an Eligible Stockholder (or any Constituent Holder), clause (6) will result in the Voting Stock owned by such Eligible Stockholder (or Constituent Holder) being excluded from the Proxy Access Request Required Shares (and, if as a result the Proxy Access Notice will no longer have been filed by an Eligible Stockholder, the exclusion from the proxy materials pursuant to this ~~Section 9.1~~ of all of the applicable stockholder’s Stockholder Nominees from the applicable annual meeting of stockholders or, if the proxy statement has already been filed, the ineligibility of all of such stockholder’s Stockholder Nominees to be nominated).

Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the annual meeting shall declare a nomination by an Eligible Stockholder to be invalid, and the nominated Stockholder Nominee shall cease to be eligible for nomination pursuant to this ~~Section 9.1~~, notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) the Eligible Stockholder (or a qualified representative thereof) does not appear at the annual meeting to present any nomination pursuant to this ~~Section 9.1~~ ~~or (ii) the Eligible Stockholder (or any Constituent Holder) becomes ineligible to nominate a director for inclusion in the Corporation’s proxy materials pursuant to this~~ ~~Section 9.1~~ or withdraws its nomination or a Stockholder Nominee becomes unwilling, unavailable or ineligible to serve on the Board of Directors, whether before or after the Corporation’s issuance of the definitive proxy statement.

~~ARTICLE X~~
~~AMENDMENTS~~

~~Section 10.1.~~ ~~By the Stockholders~~. Subject to the provisions of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws enacted, at any special meeting of the stockholders if duly called for that purpose (provided that in the notice of such special meeting, notice of such purpose shall be given), or at any annual meeting, by the affirmative vote of a majority of the Voting Stock.

~~Section 10.2.~~ ~~By the Board of Directors~~. Subject to the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws, these Bylaws may also be altered, amended or repealed, or new Bylaws enacted, by the Board of Directors.

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~~EXHIBIT D~~

~~Subchapter D of Chapter 15 of the Pennsylvania Business Corporation Law~~

~~D-1~~

~~TABLE OF CONTENTS~~

~~SUBCHAPTER D~~

~~DISSENTERS RIGHTS~~

~~Sec.~~

~~1571. Application and effect of subchapter.~~

~~1572. Definitions.~~

~~1573. Record and beneficial holders and owners.~~

~~1574. Notice of intention to dissent.~~

~~1575. Notice to demand payment.~~

~~1576. Failure to comply with notice to demand payment, etc.~~

~~1577. Release of restrictions or payment for shares.~~

~~1578. Estimate by dissenter of fair value of shares.~~

~~1579. Valuation proceedings generally.~~

~~1580. Costs and expenses of valuation proceedings.~~

~~Cross References.~~ ~~Subchapter D is referred to in sections 102, 317, 321, 329, 333, 343, 353, 363, 1101, 1105, 1906, 1913, 1932, 2104, 2123, 2321, 2324, 2325, 2512, 2538, 2704, 2705, 2904, 2907, 7104 of this title.~~

~~§ 1571. Application and effect of subchapter.~~

~~(a) General rule. —~~ Except as otherwise provided in subsection (b), any shareholder (as defined in section 1572 (relating to definitions)) of a business corporation shall have the rights and remedies provided in this subchapter in connection with a transaction under this title only where this title expressly provides that a shareholder shall have the rights and remedies provided in this subchapter. See:

~~Section 329(c) (relating to special treatment of interest holders).~~

~~Section 333 (relating to approval of merger).~~

~~Section 343 (relating to approval of interest exchange).~~

~~Section 353 (relating to approval of conversion).~~

~~Section 363 (relating to approval of division).~~

~~Section 1906(c) (relating to dissenters rights upon special treatment).~~

~~Section 1932(c) (relating to dissenters rights in asset transfers).~~

~~Section 2104(b) (relating to procedure).~~

~~Section 2324 (relating to corporation option where a restriction on transfer of a security is held invalid).~~

~~Section 2325(b) (relating to minimum vote requirement).~~

~~Section 2704(c) (relating to dissenters rights upon election).~~

~~Section 2705(d) (relating to dissenters rights upon renewal of election).~~

~~Section 2904(b) (relating to procedure).~~

~~Section 2907(a) (relating to proceedings to terminate breach of qualifying conditions).~~

~~Section 7104(b)(3) (relating to procedure).~~

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~~(b) Exceptions. —~~

(1) Except as otherwise provided in paragraph (2), the holders of the shares of any class or series of shares shall not have the right to dissent and obtain payment of the fair value of the shares under this subchapter if, on the record date fixed to determine the shareholders entitled to notice of and to vote at the meeting at which a plan specified in any of section 333, 343, 353, 363 or 1932(c) is to be voted on or on the date of the first public announcement that such a plan has been approved by the shareholders by consent without a meeting, the shares are either:

~~(i)~~

~~listed on a national securities exchange registered under section 6 of the Exchange Act; or~~

~~(ii)~~

~~held beneficially or of record by more than 2,000 persons.~~

~~(2) Paragraph (1) shall not apply to and dissenters rights shall be available without regard to the exception provided in that paragraph in the case of:~~

~~(ii)~~

Shares of any preferred or special class or series unless the articles, the plan or the terms of the transaction entitle all shareholders of the class or series to vote thereon and require for the adoption of the plan or the effectuation of the transaction the affirmative vote of a majority of the votes cast by all shareholders of the class or series.

~~(iii)~~

~~Shares entitled to dissenters rights under section 329(d) or 1906(c) (relating to dissenters rights upon special treatment).~~

(3) The shareholders of a corporation that acquires by purchase, lease, exchange or other disposition all or substantially all of the shares, property or assets of another corporation by the issuance of shares, obligations or otherwise, with or without assuming the liabilities of the other corporation and with or without the intervention of another corporation or other person, shall not be entitled to the rights and remedies of dissenting shareholders provided in this subchapter regardless of the fact, if it be the case, that the acquisition was accomplished by the issuance of voting shares of the corporation to be outstanding immediately after the acquisition sufficient to elect a majority or more of the directors of the corporation.

~~(c) Grant of optional dissenters rights. —~~ The bylaws or a resolution of the board of directors may direct that all or a part of the shareholders shall have dissenters rights in connection with any corporate action or other transaction that would otherwise not entitle such shareholders to dissenters rights. See section 317 (relating to contractual dissenters rights in entity transactions).

~~(d) Notice of dissenters rights. —~~ Unless otherwise provided by statute, if a proposed corporate action that would give rise to dissenters rights under this subpart is submitted to a vote at a meeting of shareholders, there shall be included in or enclosed with the notice of meeting:

~~(1)~~

a statement of the proposed action and a statement that the shareholders have a right to dissent and obtain payment of the fair value of their shares by complying with the terms of this subchapter; and

~~(2)~~

~~a copy of this subchapter.~~

~~(e) Other statutes. —~~ The procedures of this subchapter shall also be applicable to any transaction described in any statute other than this part that makes reference to this subchapter for the purpose of granting dissenters rights.

~~(f) Certain provisions of articles ineffective. —~~ ~~This subchapter may not be relaxed by any provision of the articles.~~

~~(g) Computation of beneficial ownership. —~~ For purposes of subsection (b)(1)(ii), shares that are held beneficially as joint tenants, tenants by the entireties, tenants in common or in trust by two or more persons, as fiduciaries or otherwise, shall be deemed to be held beneficially by one person.

~~(h) Cross references. —~~ ~~See:~~

~~Section 315 (relating to nature of transactions).~~

~~Section 1105 (relating to restriction on equitable relief).~~

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~~Section 1763(c) (relating to determination of shareholders of record).~~

~~Section 2512 (relating to dissenters rights procedure).~~

~~(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)~~

~~2014 Amendment.~~ ~~Act 172 amended subsecs. (a), (b), (c) and (h).~~

~~2001 Amendment.~~ ~~Act 34 amended subsecs. (a) and (b), amended and relettered subsec. (g) to subsec. (h) and added present subsec. (g).~~

~~1990 Amendment.~~ ~~Act 198 amended subsecs. (a), (b) and (e), relettered subsec. (f) to subsec. (g) and added present subsec. (f).~~

~~Cross References.~~ ~~Section 1571 is referred to in sections 317, 1103, 2537 of this title.~~

~~§ 1572. Definitions.~~

~~The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:~~

~~“Corporation.”~~ The issuer of the shares held or owned by the dissenter before the corporate action or the successor by merger, consolidation, division, conversion or otherwise of that issuer. A plan of division may designate which one or more of the resulting corporations is the successor corporation for the purposes of this subchapter. The designated successor corporation or corporations in a division shall have sole responsibility for payments to dissenters and other liabilities under this subchapter except as otherwise provided in the plan of division.

~~“Dissenter.”~~ ~~A shareholder who is entitled to and does assert dissenters rights under this subchapter and who has performed every act required up to the time involved for the assertion of those rights.~~

~~“Fair value.”~~ The fair value of shares immediately before the effectuation of the corporate action to which the dissenter objects, taking into account all relevant factors, but excluding any appreciation or depreciation in anticipation of the corporate action.

~~“Interest.”~~ Interest from the effective date of the corporate action until the date of payment at such rate as is fair and equitable under all the circumstances, taking into account all relevant factors, including the average rate currently paid by the corporation on its principal bank loans.

~~“Shareholder.”~~ A shareholder as defined in section 1103 (relating to definitions) or an ultimate beneficial owner of shares, including, without limitation, a holder of depository receipts, where the beneficial interest owned includes an interest in the assets of the corporation upon dissolution.

~~(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days)~~

~~2001 Amendment.~~ ~~Act 34 amended the defs. of “corporation” and “dissenter” and added the def. of “shareholder.”~~

~~Cross References.~~ ~~Section 1572 is referred to in section 1571 of this title.~~

~~§ 1573. Record and beneficial holders and owners.~~

~~(a) Record holders of shares. —~~ A record holder of shares of a business corporation may assert dissenters rights as to fewer than all of the shares registered in his name only if he dissents with respect to all the shares of the same class or series beneficially owned by any one person and discloses the name and address of the person or persons on whose behalf he dissents. In that event, his rights shall be determined as if the shares as to which he has dissented and his other shares were registered in the names of different shareholders.

~~(b) Beneficial owners of shares. —~~ A beneficial owner of shares of a business corporation who is not the record holder may assert dissenters rights with respect to shares held on his behalf and shall be treated as a dissenting shareholder under the terms of this subchapter if he submits to the corporation not later

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than the time of the assertion of dissenters rights a written consent of the record holder. A beneficial owner may not dissent with respect to some but less than all shares of the same class or series owned by the owner, whether or not the shares so owned by him are registered in his name.

~~(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)~~

~~1992 Amendment.~~ ~~Act 169 amended subsec. (a).~~

~~§ 1574. Notice of intention to dissent.~~

If the proposed corporate action is submitted to a vote at a meeting of shareholders of a business corporation, any person who wishes to dissent and obtain payment of the fair value of his shares must file with the corporation, prior to the vote, a written notice of intention to demand that he be paid the fair value for his shares if the proposed action is effectuated, must effect no change in the beneficial ownership of his shares from the date of such filing continuously through the effective date of the proposed action and must refrain from voting his shares in approval of such action. A dissenter who fails in any respect shall not acquire any right to payment of the fair value of his shares under this subchapter. Neither a proxy nor a vote against the proposed corporate action shall constitute the written notice required by this section.

~~§ 1575. Notice to demand payment.~~

~~(a) General rule. —~~ If the proposed corporate action is approved by the required vote at a meeting of shareholders of a business corporation, the corporation shall deliver a further notice to all dissenters who gave due notice of intention to demand payment of the fair value of their shares and who refrained from voting in favor of the proposed action. If the proposed corporate action is approved by the shareholders by less than unanimous consent without a meeting or is taken without the need for approval by the shareholders, the corporation shall deliver to all shareholders who are entitled to dissent and demand payment of the fair value of their shares a notice of the adoption of the plan or other corporate action. In either case, the notice shall:

~~(1)~~

~~State where and when a demand for payment must be sent and certificates for certificated shares must be deposited in order to obtain payment.~~

~~(2)~~

~~Inform holders of uncertificated shares to what extent transfer of shares will be restricted from the time that demand for payment is received.~~

~~(3)~~

Supply a form for demanding payment that includes a request for certification of the date on which the shareholder, or the person on whose behalf the shareholder dissents, acquired beneficial ownership of the shares.

~~(4)~~

~~Be accompanied by a copy of this subchapter.~~

~~(b) Time for receipt of demand for payment. —~~ ~~The time set for receipt of the demand and deposit of certificated shares shall be not less than 30 days from the delivery of the notice.~~

~~(July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)~~

~~2014 Amendment.~~ ~~Act 172 amended subsecs. (a) intro par. and (b).~~

~~Cross References.~~ ~~Section 1575 is referred to in sections 1576, 1577, 1579, 2512 of this title.~~

~~§ 1576. Failure to comply with notice to demand payment, etc.~~

~~(a) Effect of failure of shareholder to act. —~~ A shareholder who fails to timely demand payment, or fails (in the case of certificated shares) to timely deposit certificates, as required by a notice pursuant to section 1575 (relating to notice to demand payment) shall not have any right under this subchapter to receive payment of the fair value of his shares.

~~(b) Restriction on uncertificated shares. —~~ If the shares are not represented by certificates, the business corporation may restrict their transfer from the time of receipt of demand for payment until effectuation of the proposed corporate action or the release of restrictions under the terms of section 1577(a) (relating to failure to effectuate corporate action).

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~~(c) Rights retained by shareholder. —~~ ~~The dissenter shall retain all other rights of a shareholder until those rights are modified by effectuation of the proposed corporate action.~~

~~(Dec. 19, 1990, P.L.834, No.198, eff. imd.)~~

~~1990 Amendment.~~ ~~Act 198 amended subsec. (a).~~

~~§ 1577. Release of restrictions or payment for shares.~~

~~(a) Failure to effectuate corporate action. —~~ Within 60 days after the date set for demanding payment and depositing certificates, if the business corporation has not effectuated the proposed corporate action, it shall return any certificates that have been deposited and release uncertificated shares from any transfer restrictions imposed by reason of the demand for payment.

~~(b) Renewal of notice to demand payment. —~~ When uncertificated shares have been released from transfer restrictions and deposited certificates have been returned, the corporation may at any later time send a new notice conforming to the requirements of section 1575 (relating to notice to demand payment), with like effect.

~~(c) Payment of fair value of shares. —~~ Promptly after effectuation of the proposed corporate action, or upon timely receipt of demand for payment if the corporate action has already been effectuated, the corporation shall either remit to dissenters who have made demand and (if their shares are certificated) have deposited their certificates the amount that the corporation estimates to be the fair value of the shares, or give written notice that no remittance under this section will be made. The remittance or notice shall be accompanied by:

~~(1)~~

The closing balance sheet and statement of income of the issuer of the shares held or owned by the dissenter for a fiscal year ending not more than 16 months before the date of remittance or notice together with the latest available interim financial statements.

~~(2)~~

~~A statement of the corporation’s estimate of the fair value of the shares.~~

~~(3)~~

~~A notice of the right of the dissenter to demand payment or supplemental payment, as the case may be, accompanied by a copy of this subchapter.~~

~~(d) Failure to make payment. —~~ If the corporation does not remit the amount of its estimate of the fair value of the shares as provided by subsection (c), it shall return any certificates that have been deposited and release uncertificated shares from any transfer restrictions imposed by reason of the demand for payment. The corporation may make a notation on any such certificate or on the records of the corporation relating to any such uncertificated shares that such demand has been made. If shares with respect to which notation has been so made shall be transferred, each new certificate issued therefor or the records relating to any transferred uncertificated shares shall bear a similar notation, together with the name of the original dissenting holder or owner of such shares. A transferee of such shares shall not acquire by such transfer any rights in the corporation other than those that the original dissenter had after making demand for payment of their fair value.

~~(Dec. 19, 1990, P.L.834, No.198, eff. imd.)~~

~~1990 Amendment.~~ ~~Act 198 amended subsecs. (c) and (d).~~

~~Cross References.~~ ~~Section 1577 is referred to in sections 1576, 1578, 2512 of this title.~~

~~§ 1578. Estimate by dissenter of fair value of shares.~~

~~(a) General rule. —~~ If the business corporation gives notice of its estimate of the fair value of the shares, without remitting such amount, or remits payment of its estimate of the fair value of a dissenter’s shares as permitted by section 1577(c) (relating to payment of fair value of shares) and the dissenter believes that the amount stated or remitted is less than the fair value of his shares, he may send to the corporation his own estimate of the fair value of the shares, which shall be deemed a demand for payment of the amount or the deficiency.

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~~(b) Effect of failure to file estimate. —~~ Where the dissenter does not file his own estimate under subsection (a) within 30 days after the mailing by the corporation of its remittance or notice, the dissenter shall be entitled to no more than the amount stated in the notice or remitted to him by the corporation.

~~(Dec. 19, 1990, P.L.834, No.198, eff. imd.)~~

~~1990 Amendment.~~ ~~Act 198 amended subsec. (b).~~

~~Cross References.~~ ~~Section 1578 is referred to in sections 1579, 1580 of this title.~~

~~§ 1579. Valuation proceedings generally.~~

~~(a) General rule. —~~ ~~Within 60 days after the latest of:~~

~~(1)~~

~~effectuation of the proposed corporate action;~~

~~(2)~~

~~timely receipt of any demands for payment under section 1575 (relating to notice to demand payment); or~~

~~(3)~~

~~timely receipt of any estimates pursuant to section 1578 (relating to estimate by dissenter of fair value of shares);~~

~~if any demands for payment remain unsettled, the business corporation may file in court an application for relief requesting that the fair value of the shares be determined by the court.~~

~~(b) Mandatory joinder of dissenters. —~~ All dissenters, wherever residing, whose demands have not been settled shall be made parties to the proceeding as in an action against their shares. A copy of the application shall be served on each such dissenter. If a dissenter is a nonresident, the copy may be served on him in the manner provided or prescribed by or pursuant to 42 Pa.C.S. Ch. 53 (relating to bases of jurisdiction and interstate and international procedure).

~~(c) Jurisdiction of the court. —~~ The jurisdiction of the court shall be plenary and exclusive. The court may appoint an appraiser to receive evidence and recommend a decision on the issue of fair value. The appraiser shall have such power and authority as may be specified in the order of appointment or in any amendment thereof.

~~(d) Measure of recovery. —~~ ~~Each dissenter who is made a party shall be entitled to recover the amount by which the fair value of his shares is found to exceed the amount, if any, previously remitted, plus interest.~~

~~(e) Effect of corporation’s failure to file application. —~~ If the corporation fails to file an application as provided in subsection (a), any dissenter who made a demand and who has not already settled his claim against the corporation may do so in the name of the corporation at any time within 30 days after the expiration of the 60-day period. If a dissenter does not file an application within the 30-day period, each dissenter entitled to file an application shall be paid the corporation’s estimate of the fair value of the shares and no more, and may bring an action to recover any amount not previously remitted.

~~Cross References.~~ ~~Section 1579 is referred to in section 1580 of this title.~~

~~§ 1580. Costs and expenses of valuation proceedings.~~

~~(a) General rule. —~~ The costs and expenses of any proceeding under section 1579 (relating to valuation proceedings generally), including the reasonable compensation and expenses of the appraiser appointed by the court, shall be determined by the court and assessed against the business corporation except that any part of the costs and expenses may be apportioned and assessed as the court deems appropriate against all or some of the dissenters who are parties and whose action in demanding supplemental payment under section 1578 (relating to estimate by dissenter of fair value of shares) the court finds to be dilatory, obdurate, arbitrary, vexatious or in bad faith.

~~(b) Assessment of counsel fees and expert fees where lack of good faith appears. —~~ Fees and expenses of counsel and of experts for the respective parties may be assessed as the court deems appropriate against the corporation and in favor of any or all dissenters if the corporation failed to comply substantially with the

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requirements of this subchapter and may be assessed against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted in bad faith or in a dilatory, obdurate, arbitrary or vexatious manner in respect to the rights provided by this subchapter.

~~(c) Award of fees for benefits to other dissenters. —~~ If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and should not be assessed against the corporation, it may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

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c/o Corporate Election Services P. O. Box 1150 Pittsburgh, PA 15230-1150 Arconic Inc. Special Meeting of Shareholders 10:00 a.m. local time Thursday, November 30, 2017 at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 Admission Ticket This ticket is not transferable. Please keep this ticket to be admitted to the special meeting. ☐ Fold and detach here ☐ VOTEinstructions.VOTE BY ~~MAIL THREE WAYS TO VOTE Vote by Mail. Please mark,~~MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to ~~Arconic Inc.,~~Vote Processing, c/o ~~Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230-1150. Vote~~Broadridge, 51 Mercedes Way, Edgewood, NY 11717.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by ~~Internet. Have your~~our company in maling proxy ~~card available when~~materials, you ~~access~~can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via email or the ~~website www.cesvote.com and~~internet. To sign up for electronic delivery, please follow the ~~simple directions presented~~instructions above to ~~record your vote. Vote by Telephone. Have your~~vote using the internet and, when prompted, indicate that you agree to receive or access proxy card available when you call toll-free 1-888-693-8683 using a touch-tone phone and follow the simple directions presented to record your vote. Vote 24 hours a day, 7 days a week. Your telephone or Internet vote must be received by 6:00 a.m., Eastern Time, on November 30, 2017, to be counted. Ifmaterials electrioncally in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D77090-Z82118KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYHOWMET AEROSPACE INC. The Board of Directors recommends you vote FOR the following Proposal:1.Election of Directors Nominees: 1a. James F. Albaugh 1b. Amy E. Alving 1c. Sharon R. Barner 1d. Joseph S. Cantie 1e. Robert F. Leduc 1f. David J. Miller 1g. Jody G. Miller 1h. Nicole W. Piasecki 1i. John C. Plant 1j. Ulrich R. Schmidt For Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! The Board of Directors recommends you vote FOR the following Proposals:2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. 3.To approve, on an advisory basis, executive compensation. The Board of Directors recommends you vote AGAINST the following Proposal:4.Shareholder Proposal regarding an independent Board Chairman. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain! ! !For Against Abstain! ! !For Against Abstain! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by ~~Internet or by telephone, please do not mail your proxy card.~~ authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

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Important Notice Regarding the Availability of Proxy Materials for the ~~Special Meeting of Shareholders to be held on November 30, 2017 — the~~Annual Meeting:The Notice ~~of Special Meeting~~ and Proxy Statement isand Annual Report are available at www.ViewMaterial.com/ARNC. Return your proxy in the postage-paid envelope provided. VOTE BY INTERNET Access this website to cast your vote. www.cesvote.com VOTE BY TELEPHONE Call toll-free using a touch-tone telephone. 1-888-693-8683 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. THISwww.proxyvote.com.D77091-Z82118HOWMET AEROSPACE INC.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF ~~DIRECTORS Arconic Inc. 390 Park Avenue New York, NY 10022-4608 The undersigned~~DIRECTORSANNUAL MEETING OF SHAREHOLDERS ON MAY 25, 2022The shareholder(s) hereby ~~appoints Libby Archell, Peter Hong, Max Laun,~~appoint(s) Ramon J. Ceron, Kenneth J. Giacobbe and Neil E. Marchuk, or each of them, attorneys and proxies, with full power of substitution, to represent and to vote on behalf of the undersigned all of the shares of common stock of ~~Arconic~~Howmet Aerospace Inc. that the ~~undersigned is~~shareholder(s) is/are entitled to vote ~~if personally present~~ at the ~~Special~~Annual Meeting of Shareholders ~~of Arconic Inc.~~ to be held at 9:00 a.m. Eastern Time on ~~November 30, 2017,~~Wednesday, May 25, 2022, by virtual meeting via live webcast, and at any adjournment or postponement thereof, in accordance with the instructions set forth on the reverse side of this proxy card. The proxies are authorized to vote in their discretion upon all matters incident to the conduct of the meeting, and upon such other business as may properly come before the meeting, and at any adjournment or postponement thereof. Your telephone or Internet vote must be received by 6:00 a.m., Eastern Time, on November 30, 2017, to be counted. If you vote by mail, your proxy card must be received before the meeting for your vote to be counted. Thisthereof.This card also serves as voting instructions to the trustee of each employee savings plan sponsored by ~~Arconic,~~Howmet Aerospace Inc., its subsidiaries or affiliates with respect to shares of common stock of ~~Arconic~~Howmet Aerospace, Inc. held by the undersigned under any such plans. Your voting instructions must be received by ~~6:00 a.m.,~~11:59 p.m. Eastern Time on ~~November 28, 2017,~~May 22, 2022, or the trustee will vote your plan shares in the same proportion as those plan shares for which instructions have been received. Your vote on the proposals described in the accompanying Proxy Statement may be specified on the reverse side. If properly signed, dated and returned, this proxy will be voted as specified on the reverse side or, if no choice is specified, this proxy will be voted in accordance with the recommendation of the Board of Directors. Comments: (Vote on the other side)

~~TABLE~~received.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ~~CONTENTS~~

~~IF YOU HAVE NOT VOTED VIA~~ THE ~~INTERNET OR TELEPHONE, FOLD ALONG~~NOMINEES LISTED ON THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (continued from the other side) P R O X Y Please mark your choices clearly in the appropriate boxes. If no choice is specified, this proxy will be votedREVERSE SIDE FOR ~~Items 1, 2 and 3.~~ THE BOARD OF DIRECTORS, ~~RECOMMENDS A VOTE~~ FOR ~~ITEMS 1,~~PROPOSALS 2 AND 3. 1. A proposal to approve the merger of Arconic Inc. (“Arconic”) with a newly formed direct wholly owned subsidiary of Arconic incorporated in Delaware (“Arconic Delaware”) in order to effect the change of Arconic’s jurisdiction of incorporation from Pennsylvania to Delaware (the “Reincorporation”). ☐ FOR ☐3 AND AGAINST ☐ ABSTAIN 2. A proposal to approve, on an advisory basis, that the certificate of incorporation of Arconic Delaware following the Reincorporation (the “Delaware Certificate”) will not contain any supermajority voting requirements. ☐ FOR ☐ AGAINST ☐ ABSTAIN 3. A proposal to approve, on an advisory basis, that the Board of Directors of Arconic Delaware following the Reincorporation will be elected on an annual basis pursuant to the Delaware Certificate. ☐ FOR ☐ AGAINST ☐ ABSTAIN Signature Signature (if held jointly) DatePROPOSAL 4.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD ~~IS VALID ONLY WHEN~~PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. CONTINUED AND TO BE SIGNED AND DATED. Please sign exactly as your name or names appear(s) on this proxy card. If shares are held jointly, EACH holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. .ON REVERSE SIDE

	~~Time~~Date and ~~Date:~~Time:		~~10:00 a.m., local time, November 30, 2017~~	Record Date and Voting:
	~~Place:~~ Wednesday, May 25, 2022 9:00 a.m. Eastern Time		~~Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019~~
	~~Record Date:~~			~~October 5, 2017~~
		~~Voting:~~			~~Shareholders~~ March 29, 2022 Howmet Aerospace shareholders as of the record date are entitled to vote. Each share of ~~Arconic~~ common stock is entitled to one vote ~~for each of the proposals~~on all matters to be voted on. As of March 29, 2022, the record date for the Annual Meeting, there were 417,622,524 shares of common stock outstanding and expected to be entitled to vote at the 2022 Annual Meeting. There are no other securities of the Company outstanding and entitled to vote at the 2022 Annual Meeting.
		~~Admission:~~Virtual Meeting—Live Webcast:
~~An admission ticket is required to attend Arconic’s special meeting. See Question 5 in the~~	www.virtualshareholdermeeting.com/HWM2022
	Additional Information: Please see “Questions and Answers About the ~~Special~~ Meeting and ~~Voting~~Voting” on page 64 and ~~” section regarding how to obtain a ticket.~~“Information Regarding the Virtual Annual Meeting Format” on page 69 for more deatails.

	WHAT WE DO				WHAT WE DON'T DO
	✓ Pay for Performance ✓ Robust Stock Ownership Guidelines ✓ Double-Trigger Change-in-Control Provisions ✓ Active Engagement with Shareholders ✓ Independent Compensation Consultant ✓ Conservative Risk Profile ✓ Claw-Back Policy				✗ No Guaranteed Bonuses ✗ No Parachute Tax Gross-Ups ✗ No Short Sales, Derivative Transactions or Hedging ✗ No Dividends on Unvested Equity Awards ✗ No Share Recycling or Option Repricing ✗ No Significant Perquisites

Compensation Element	2021 Amount
Annual Cash Retainer	$120,000
Annual Equity Award (Deferred Restricted Share Units Granted Following Each Annual Meeting of Shareholders)	$150,000
Other Annual Fees1:		1
• Lead Director Fee	$30,0002
~~Purpose~~• Audit Committee Chair Fee (includes Audit Committee Member Fee)	$20,0002
• Compensation and Benefits Committee Chair Fee	$15,0002
• Other Committee Chair Fee	$15,0002
Per Meeting Fee for Meetings in Excess of Regularly Scheduled Meetings	$1,2003

Name1 (a)	Fees Earned or Paid in Cash ($)(b)2			Stock Awards ($)(c)3			All Other Compensation ($)(g)4			Total ($)(h)
James F. Albaugh		$	150,000		$	150,009		$	1,069		$	301,078
Amy E. Alving		$	135,000		$	150,009		$	1,650		$	286,659
Sharon R. Barner5		$	90,000		$	181,247		$	795		$	272,042
Joseph S. Cantie		$	120,000		$	150,009		$	795		$	270,804
Robert F. Leduc		$	135,000		$	150,009			—		$	285,009
David J. Miller		$	120,000		$	150,009			—		$	270,009
Jody G. Miller		$	120,000		$	150,009			—		$	270,009
Nicole W. Piasecki		$	120,000		$	150,009			—		$	270,009
Ulrich R. Schmidt		$	140,000		$	150,009			—		$	290,009

		Forward-Looking Statements. This proxy statement 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,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect the Company’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements and outlook relating to the condition of end markets; future financial or operating performance; the Company’s strategies, and business and financial prospects; and expectations relating to environmental, social or governance matters. These statements reflect beliefs and assumptions that are based on the Company’s perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. Such risks and uncertainties include the risk factors summarized in the Company’s Form 10-K for the year ended December 31, 2021. Howmet Aerospace disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.
		Website References. No websites that are cited or referred to in this proxy statement shall be deemed to form a part of, or to be incorporated by reference into, this proxy statement or any of our filings with the SEC.


(in millions, except per share amounts)	2021
Sales		$	4,972
Operating income		$	748
Operating income excluding special items*		$	866
Income from continuing operations after income taxes		$	258
Income from continuing operations excluding special items*		$	442
Total assets		$	10,219
Total liabilities		$	6,711
Common stock outstanding (on December 31)			422
Per common share data
Diluted earnings per share (continuing operations)		$	0.59
Diluted earnings per share excluding special items*		$	1.01

Directors	Director Since	Value of Holdings in Howmet Aerospace Stock, Deferred Share Units and Deferred Restricted Share Units
James F. Albaugh	2017		$	1,727,636
Amy E. Alving	2018		$	1,669,341
Sharon R. Barner	2021		$	187,247
Joseph S. Cantie	2020		$	866,549
Robert F. Leduc	2020		$	712,151
David J. Miller	2017		$	1,507,791
Jody G. Miller	2020		$	564,761
Nicole W. Piasecki	2020		$	564,761
John C. Plant	2016		$	68,514,2911
Ulrich R. Schmidt	2016		$	1,847,568

	Executive Chairman
	~~Mechanics~~The Board has concluded that the current structure provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. A combined role of Chairman and Chief Executive Officer confers advantages, including those listed below. • By serving in both positions, the Executive Chairman and Chief Executive Officer is able to draw on his detailed knowledge of the ~~Reincorporation~~Company to provide the Board, in coordination with the Independent Lead Director, leadership in focusing its discussions, review and oversight of the Company’s strategy, business, and operating and financial performance.	• A combined role ensures that the Company presents its message and strategy to stakeholders with a unified voice.	• The structure allows for efficient decision-making and focused accountability.	10
~~Shares Held~~	The Board believes that it is in ~~Book-Entry~~the best interest of the Company and ~~Through a Bank, Broker or Other Nominee~~its shareholders for John C. Plant to serve as Chairman and Chief Executive Officer, considering the strong role of our independent Lead Director and other corporate governance practices providing independent oversight of management.

	10 Independent Lead Director
~~Effective Time~~		Our Independent Lead Director has substantial responsibilities. • Meets regularly with the Chairman and serve as a liaison between the Chairman and the independent directors;	• Communicates to the Chairman and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by the independent directors during meetings, executive sessions and outside of board meetings;	• Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;	11 • Facilitates effective and candid Board discussions and communications to optimize Board performance; • Approves meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items; • Ensures personal availability for consultation and communication with independent directors and with the Chairman, as appropriate; • Calls executive sessions of the Board; • Calls meetings of the independent directors, as the Lead Director may deem to be appropriate; and • Responds directly to shareholder and other stakeholder questions and comments that are directed to the Lead Director or to the independent directors as a group, with such consultation with the Chairman or other directors as the Lead Director may deem appropriate, and if requested, ensuring that he or she is available for consultation and direct communication with major shareholders, as appropriate.
~~Effect~~	James F. Albaugh is our current independent Lead Director. Mr. Albaugh’s strength in leading the Board is complemented by his depth of experience in Board matters ranging from his service on ~~Preferred Stock~~the Company’s Audit Committee and ~~Convertible Notes~~Governance and Nominating Committee to his memberships on other company boards.

		11 Audit Committee
		~~Preferred Stock~~2021 Members: Ulrich R. Schmidt (Chair) James F. Albaugh Joseph S. Cantie Independence: Each member of the committee is independent and financially literate. 8 Meetings in 2021				Responsibilities: • Oversees the integrity of the financial statements and internal controls, including review of the scope and the results of the audits of the internal and independent auditors • Appoints the independent auditors and evaluates their independence and performance • Reviews the organization, performance and adequacy of the internal audit function • Pre-approves all audit, audit-related, tax and other services to be provided by the independent auditors • Oversees the Company’s compliance with legal, ethical and regulatory requirements • Discusses with management and the auditors the policies with respect to risk assessment and risk management, including major financial risk exposures Financial Expert: Joseph S. Cantie and Ulrich R. Schmidt meet the requirements as defined by the SEC rules.		11

		Cybersecurity Advisory Subcommittee
		~~Convertible Notes~~2021 Members: Amy E. Alving (Chair) Jody G. Miller Nicole W. Piasecki Independence: Each member of the committee is independent. 4 Meetings in 2021				Responsibilities: • Assists the Audit Committee and Board in regularly reviewing the state of the Company’s cybersecurity, including review of the threat landscape facing the Company and the Company’s strategy to mitigate cybersecurity risks, which include initiatives for identification, protection, detection, response and recovery, employee training on cybersecurity matters and consideration of the impact of emerging cybersecurity developments that may affect the Company • Regularly brings cybersecurity developments or issues to the attention of the Board and/or the Audit Committee		11

		Compensation and Benefits Committee
		~~Effect on Dividends~~2021 Members: Robert F. Leduc (Chair) Joseph S. Cantie Nicole W. Piasecki Independence: Each member of the committee is independent. 8 Meetings in 2021				Responsibilities: • Recommends the Chief Executive Officer’s compensation for approval by the independent directors of the Board, based upon an evaluation of performance in light of approved goals and objectives • Reviews and approves the compensation of the Company’s officers • Oversees the implementation and administration of the Company’s compensation and benefits plans, including pension, savings, incentive compensation and equity-based plans • Reviews and approves general compensation and benefit policies • Approves the Compensation Discussion and Analysis for inclusion in the proxy statement • Has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement (see “Corporate Governance—Compensation Consultants” regarding the committee’s engagement of a compensation consultant) The Compensation and Benefits Committee may form and delegate its authority to subcommittees, including subcommittees of management when appropriate. Executive officers do not determine the amount or form of executive or director compensation although the Chief Executive Officer provides recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than himself. For more information on the responsibilities and activities of the committee, including its processes for determining executive compensation, see the “Compensation Discussion and Analysis” section.		12

		Finance Committee
		~~Comparison~~2021 Members: Ulrich R. Schmidt (Chair) Joseph S. Cantie David J. Miller Independence: Each member of ~~Corporate Laws and Governance Between Arconic Pennsylvania and Arconic Delaware~~the committee is independent. 4 Meetings in 2021				Responsibilities: Reviews and provides advice and counsel to the Board regarding the Company’s: • Capital structure • Financing transactions • Capital expenditures and capital plan • Acquisitions and divestitures • Share repurchases and dividend programs • Policies relating to interest rate, commodity and currency hedging • Pension plan performance and funding		12

	Governance and Nominating Committee
	~~Interest~~2021 Members: Amy E. Alving (Chair) James F. Albaugh Sharon R. Barner Jody G. Miller Independence: Each member of ~~Certain Persons~~the committee is independent. 4 Meetings in ~~Matters to be Acted Upon~~2021					23
~~Reservation of Right~~Responsibilities: • Identifies individuals qualified to ~~Delay~~become Board members and recommends them to the full Board for consideration, including evaluating all potential candidates, whether initially recommended by management, other Board members or ~~Abandon~~shareholders • Reviews and makes recommendations to the ~~Reincorporation~~					23
~~Vote Required~~					23
~~Dissenters’ Appraisal Rights~~					24
~~General~~					24
~~Fair Value~~					24
~~Notice of Intention to Dissent~~					24
~~Notice to Demand Payment~~					25
~~Failure to Comply with Notice to Demand Payment~~					25
~~Payment of Fair Value of Shares~~					25
~~Estimate by Dissenter of Fair Value of Shares~~					25
~~Valuation Proceeding~~					26
~~Costs~~Board regarding the appropriate structure and ~~Expenses~~					26
~~Material U.S. Federal Income Tax Consequences~~operations of the ~~Reincorporation~~Board and Board committees		• Makes recommendations to the Board regarding Board committee assignments			27
~~STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS~~•					29
~~STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS~~					30
~~FORWARD-LOOKING STATEMENTS~~					32
~~OTHER BUSINESS~~					32
~~SHAREHOLDER PROPOSALS AND NOMINATIONS OF DIRECTOR CANDIDATES~~					32
~~WHERE YOU CAN FIND MORE INFORMATION~~					33
~~EXHIBIT A —~~ ~~Reincorporation Merger Agreement~~					~~A-1~~
~~EXHIBIT B — Form of Delaware Certificate~~					~~B-1~~
~~EXHIBIT C — Form of Delaware Bylaws~~					~~C-1~~
~~EXHIBIT D — Subchapter D of Chapter 15~~Develops and annually reviews corporate governance guidelines of the ~~Pennsylvania Business Corporation Law~~Company, and oversees other corporate governance matters		• Reviews related person transactions	• Oversees an annual performance review of the Board, Board committees and individual directors	• Periodically reviews and makes recommendations to the Board regarding director compensation	~~D-1~~

		How We Engage
		Board Participation. Our independent Lead Director, Compensation and Benefits Committee Chair and other members of the Board are available for, and participate as appropriate in, shareholder meetings, particularly those relating to ESG and compensation-related matters, as described below.
		Investor Relations Discussions				ESG and Compensation-Related Discussions
		Throughout the year, our investor relations (IR) team regularly meets with shareholders, prospective shareholders, and investment analysts through quarterly earnings calls, investor conferences, presentations, on-site meetings and virtual meetings. These meetings often include participation by our Executive Chairman and Chief Executive Officer and our Chief Financial Officer, and generally focus on Company financial and operational performance and strategy.				Twice a year, we conduct a shareholder outreach program focused on ESG and compensation topics: • corporate governance, including Board oversight; • executive compensation, including say-on-pay response; • environmental and sustainability matters, including climate change; • human capital management and diversity, equity and inclusion. Senior management and members of the corporate governance, environmental, health and safety, human resources, executive compensation, and IR teams participate on these calls, along with Board members, as appropriate.
		Investor Relations 2021 Shareholder Engagement				ESG and Compensation-Related 2021 Shareholder Engagement
		2021: Engaged with shareholders who own approximately 54% of our common shares				Spring 2021: Reached out to our top 50 shareholders who own approximately 73% of our common shares, other than Elliott Management (who has a Board representative) and Mr. Plant, and engaged with the approximately 28% who accepted our invitation Fall 2021: Reached out to our top 30 shareholders who own approximately 68% of our common shares, other than Elliott Management, and engaged with the approximately 10% who accepted our invitation. We also engaged with Glass Lewis; ISS declined our invitation.
		For a further discussion regarding shareholder feedback on compensation matters, see “Executive Compensation—Compensation Discussion and Analysis.”

Name of Beneficial Owner	Shares of Common Stock1		Deferred Share Units2		Deferred Restricted Share Units3		Total
Directors
James F. Albaugh		10,000		—		38,070		48,070
Amy E. Alving		3,658		—		42,790		46,448
Sharon R. Barner		—		—		5,210		5,210
Joseph S. Cantie		40		—		24,071		24,111
Robert F. Leduc		—		—		19,815		19,815
David J. Miller		—		—		41,953		41,953
Jody G. Miller		—		—		15,714		15,714
Nicole W. Piasecki		—		—		15,714		15,714
Ulrich R. Schmidt		5,333		4,218		41,856		51,407
Named Executive Officers
John C. Plant*		1,867,5034		4,443		34,406		1,906,352
Kenneth J. Giacobbe		235,854		—		—		235,854
Neil E. Marchuk		104,481		—		—		104,481
Lola F. Lin		—		—		—		—
Michael N. Chanatry		79,738		40,048		—		119,786
Tolga I. Oal5		75,266		11,051		—		86,317
All Directors and Executive Officers as a Group (15 individuals)		2,324,369		48,709		279,599		2,652,677

	WHAT WE DO				WHAT WE DON’T DO
	✓ Pay for Performance—We link compensation to measured performance in key areas. The Company’s strategic priorities are reflected in its metrics at the corporate, group and individual levels. ✓ Robust Stock Ownership Guidelines—Officers and directors are subject to stock ownership guidelines to align their interests with shareholder interests. ✓ Double-Trigger Change-in-Control Provisions—Equity awards for NEOs generally require a “double-trigger” of both a change-in-control and termination of employment for vesting acceleration benefits to apply. ✓ Active Engagement with Shareholders—We engage with shareholders throughout the year to obtain insights that guide our executive compensation programs. ✓ Independent Compensation Consultant—The Compensation Committee retains a compensation consultant, who is independent and without conflicts of interest with the Company. ✓ Conservative Risk Profile—We generally apply varied performance measures in incentive programs to mitigate risk that executives will be motivated to pursue results with respect to any one performance measure to the detriment of Howmet Aerospace as a whole. ✓ Claw-Back Policy—Both our annual cash incentive compensation plan and our stock incentive plan contain “claw-back” provisions providing for reimbursement of incentive compensation from NEOs in certain circumstances.				✗ No Guaranteed Bonuses—Our annual incentive compensation plan is performance-based and does not include any minimum payment levels. ✗ No Parachute Tax Gross-Ups—Our Change in Control Severance Plan provides that no excise or other tax gross-ups will be paid. ✗ No Short Sales, Derivative Transactions or Hedging—We do not allow short sales or derivative or speculative transactions in, or hedging of, Company securities by our directors, officers or employees. Directors and certain officers are also prohibited from pledging Company securities as collateral. ✗ No Dividends on Unvested Equity Awards—We do not pay dividends on unvested equity awards but accrue dividend equivalents that only vest when and if the award vests. ✗ No Share Recycling or Option Repricing—Our equity plans prohibit share recycling, the adding back of shares tendered in payment of the exercise price of a stock option award or withheld to pay taxes and repricing underwater stock options. ✗ No Significant Perquisites—We do not provide any perquisites to our NEOs.

Compensation Element	Guiding Principle	Design/Structure
Base Salary	Target the market median	Target the market median
Annual Incentive Compensation	• Choose annual IC weighted metrics that focus management’s actions on achieving the greatest positive impact on the Company’s financial performance • Set annual IC targets that challenge management to achieve continuous improvement in performance as part of an overall strategy to deliver long-term growth • Take into account individual performance that may include non-financial goals contributing to the success of the Company	• NEO annual incentives are paid in cash and determined through a two-step performance measurement process: (1) Performance against financial goals is used to determine the payout level and fund the incentive pool (2) Individual NEO performance is assessed and an individual multiplier is applied to the funded payout results, thus allocating the incentive pool across the eligible population
Long-Term Incentive Compensation	• Make LTI equity the most significant portion of total compensation for senior executives and managers • Set equity target grant levels in line with industry peers that are competitive to attract, retain and motivate executives and factor in individual performance and future potential for long-term retention	• NEO long-term incentives are granted as 40% time-vested restricted share units (RSUs) and 60% performance restricted share units (PRSUs) • Financial metrics used are aligned with driving long-term stock price performance and are typically measured over three years, except as discussed below. • A relative TSR multiplier is used to further reinforce shareholder alignment

2020 Performance		2021 Performance		2022 Performance	2023 Performance
2020 Grant Year 1		2020 Grant Year 2 2021 Grant Year 1		2020 Grant Year 3 2021 Grant Year 2 Annual target set in 2022	2021 Grant Year 3 Annual target set in 2023
EBITDA Margin	Achievement	EBITDA Margin	Achievement
<18%	0%	<21.7%	0%
20%	100%	22.3%	100%
22%	200%	24.8%	200%
Result 20.8%	140%	Result 22.8%	120%

	Stock Price Hurdles for Tranche 3 (Baseline Price of $31.39)				# of Shares Earned (Tranche 3—Cumulative)
	+5% = $32.96				125,000 (earned in 2021)
	+10% = $34.53				250,000 (earned in 2021)
	+15% = $36.10				375,000 (earned in 2022)
	+20% = $37.67				500,000
	+25% = $39.24				625,000
	+30% = $40.81				750,000

Executive	Salary Increase Effective 8/1/2021	Annual Equity Award Granted as 60% PRSUs and 40% RSUs	Annual Incentive Payout for 2021 Performance
Executive	Salary Increase Effective 8/1/2021	Annual Equity Award Granted as 60% PRSUs and 40% RSUs	Annual Target as % of Salary	Plan Result	Individual Multiplier	Payment
Kenneth J. Giacobbe	4.3% to $600,000	$1,650,014	100%	95%	100%	$556,146
Neil E. Marchuk	2.8% to $635,000	$1,850,023	100%	95%	100%	$593,829
Lola F. Lin	N/A	$1,100,000	100%	95%	100%	$267,187
Michael N. Chanatry	3.0% to $515,000	$ 525,027	70%	95%	100%	$336,656

Executive	# of Restricted Stock Units		Value at Grant
Kenneth J. Giacobbe		125,000		$	3,796,250
Neil E. Marchuk		125,000		$	3,796,250
Michael N. Chanatry		50,000		$	1,518,500

Name and Principal Position	Year	Salary ($)			Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)			(d)	(e)	(f)	(g)	(h)	(i)	(j)
John C. Plant Executive Chairman and Chief Executive Officer	2021		$	1,600,000	$0	$15,445,000	$0	$0	$0	$144,000	$17,189,000
	2020		$	1,600,000	$0	$37,351,008	$0	$0	$0	$140,000	$39,091,008
	2019		$	1,446,667	$0	$29,941,500	$0	$20,000,000	$0	$324,411	$51,712,578
Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer	2021		$	585,417	$0	$5,446,264	$0	$556,146	$0	$59,062	$6,646,889
	2020		$	572,500	$0	$1,400,007	$0	$515,250	$261,707	$74,755	$2,824,219
	2019		$	552,500	$0	$2,275,201	$0	$1,350,000	$358,758	$35,769	$4,572,228
Neil E. Marchuk Executive Vice President and Chief Human Resources Officer	2021		$	625,084	$0	$5,646,273	$0	$593,829	$0	$71,723	$6,936,909
	2020		$	615,000	$0	$1,650,013	$0	$553,500	$0	$59,510	$2,878,023
	2019		$	500,000	$200,000	$3,191,850	$0	$0	$0	$83,200	$3,975,050
Lola F. Lin Executive Vice President, Chief Legal Officer and Secretary	2021		$	281,250	$200,000	$1,400,080	$0	$267,187	$0	$160,086	$2,308,603
Michael N, Chanatry Vice President and Chief Commercial Officer	2021		$	506,251	$0	$2,043,527	$0	$336,656	$0	$54,965	$2,941,399
Tolga I. Oal Former Co-Chief Executive Officer	2021		$	696,131	$0	$3,700,013	$0	$0	$0	$2,839,462	$7,235,606
Tolga I. Oal Former Co-Chief Executive Officer	2020		$	794,917	$0	$3,500,012	$0	$679,372	$0	$85,870	$5,060,171

Name	Company Matching Contribution				3% Retirement Contribution				Total Company Contribution
Name	Savings Plan		Def. Comp. Plan		Savings Plan		Def. Comp. Plan		Total Company Contribution
John C. Plant		$17,400		$78,600		$8,700		$39,300		$144,000
Kenneth J. Giacobbe		$17,104		$8,938		$8,700		$24,320		$59,062
Neil E. Marchuk		$17,400		$18,965		$8,700		$26,658		$71,723
Lola F. Lin		$11,000		—		$8,438		—		$19,438
Michael N. Chanatry		$17,400		$12,975		$8,700		$15,890		$54,965
Tolga I. Oal		$8,700		$33,018		$8,700		$32,565		$82,983

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards1					Estimated Future Payouts Under Equity Incentive Plan Awards2			All Other Stock Awards: Number of Shares of Stock or Units3 (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	2021 Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Dates	Threshold ($)			Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/sh)	2021 Grant Date Fair Value of Stock and Option Awards ($)
(a)	(b)	(c)			(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
John C. Plant	10/14/21									500,000			$15,445,000
Kenneth J. Giacobbe			$	292,708	$585,417	$1,756,250
	10/25/2021									125,000			$3,796,250
	5/10/2021						0	30,387	60,774	20,258			$1,650,014
Neil E. Marchuk			$	312,542	$625,083	$1,875,250
	10/25/2021									125,000			$3,796,250
	5/10/2021						0	34,070	68,140	22,714			$1,850,023
Lola F. Lin			$	140,625	$281,250	$843,750
	7/15/2021						0	20,365	40,730	22,834			$1,403,542
Michael N. Chanatry			$	177,188	$354,375	$1,063,125
	10/25/2021									50,000			$1,518,500
	5/10/2021						0	9,669	19,338	6,446			$525,027
Tolga I. Oal			$	348,065	$696,131	$2,088,393
	5/10/2021						0	68,140	136,280	45,427			$3,700,013

Name	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (Exercisable)1 (#)	Number of Securities Underlying Unexercised Options (Unexercisable)1 (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested2 (#)	Market Value of Shares or Units of Stock That Have Not Vested3 ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested4 (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($)
(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)	(j)
John C. Plant5
Stock Awards							3,089,999	88,188,571	500,000	14,270,000
Kenneth J. Giacobbe6
Stock Awards							271,397	8,638,567	101,154	3,219,732
Time-Vested Options	53,978		—	—	$20.27	1/13/2027
	25,570		—	—	$28.98	1/19/2028
Neil E. Marchuk7
Stock Awards							254,011	8,085,170	117,474	3,739,197
Lola F. Lin8
Stock Awards							22,834	726,806	20,365	648,218
Michael N. Chanatry9
Stock Awards							106,218	3,380,919	34,943	1,112,236
Time-Vested Options	31,202		—	—	$22.60	4/16/2028
Tolga I. Oal10

Name	Executive Contributions in 2021 ($)			Registrant Contributions in 2021 ($)			Aggregate Earnings in 2021 ($)			Aggregate Withdrawals Distributions ($)			Aggregate Balance at 12/31/2021 FYE ($)
(a)	(b)			(c)			(d)			(e)			(f)
John C. Plant		$	78,600		$	117,900		$	21,370E		$	0		$	622,877	��
								$	0D
Kenneth J. Giacobbe		$	17,563		$	33,258		$	1,645E		$	0		$	146,673
								$	0D
Neil E. Marchuk		$	37,505		$	45,623		$	11,881E		$	0		$	231,924
								$	0D
Lola F. Lin		$	0		$	0		$	0E		$	0		$	0
								$	0D
Mike N. Chanatry		$	109,163		$	28,865		$	123,728E		$	0		$	1,475,845
								$	754D
Tolga I. Oal		$	41,768		$	65,583		$	25,350E		$	0		$	368,221
								$	218D

	~~Provision~~			~~Arconic Pennsylvania~~			~~Arconic Delaware~~
	~~Shareholder Approval of Certain Business Combinations~~			Under Section 2538 of the PBCL, the approval of shareholders holding at least a majority of voting shares (excluding the interested shareholders’ vote) is generally required for certain transactions such as mergers or share exchanges with an “interested shareholder,” unless (i) the transaction has been approved by a majority of the directors not associated with the interested shareholder, (ii) the transaction satisfies a statutory minimum price standard, or (iii) the transaction is effected as a statutory short-form merger by an 80% shareholder. ~~Sections 2551 – 2556 of the PBCL prohibit “business combinations” with “interested shareholders” holding at~~			Under Section 203 of the DGCL, a Delaware corporation is generally prohibited from engaging in a “business combination” with an “interested stockholder” for three years following the time that such person or entity becomes an interested stockholder, unless (i) prior to the time that such stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction which resulted in the stockholding becoming an interested stockholder, (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock, excluding for purposes of determining the voting stock outstanding (but not the outstanding

Name of Beneficial Owner	Shares of Common Stock(1)		Deferred Share Units(2)		Deferred Restricted Share Units(3)		Total
Directors
James F. Albaugh		5,000		—		4,409		9,409
Christopher L. Ayers		7,442		—		5,557		12,999
Arthur D. Collins, Jr.		16,666		66,839		11,713		95,218
Elmer L. Doty		6,000(4)		—		4,409		10,409
Rajiv L. Gupta		—		—		7,521		7,521
Sean O. Mahoney		—		7,268		7,521		14,789
Patrice E. Merrin		10,000		—		5,557		15,557
E. Stanley O’Neal		—		45,976		11,443		57,419
John C. Plant		10,000(5)		3,574		7,521		21,095
Julie G. Richardson		—		—		7,521		7,521
Patricia F. Russo		18,333(6)		32,015		8,119		58,467
Ulrich R. Schmidt		3,333		3,392		7,521		14,246
Named Executive Officers
David P. Hess*		10,481(7)		—		711		11,192
Kenneth J. Giacobbe		18,640		—		—		18,640
Christoph Kollatz		—		—		—		—
Klaus Kleinfeld		638,100		12,810		—		650,910
William F. Oplinger		—		—		—		—
Kay H. Meggers		88,177		284		—		88,461
Karl Tragl		—		—		—		—
Olivier Jarrault		142,007		—		—		142,007
Audrey Strauss		237,217		—		—		237,217
All Directors and Executive Officers as a Group (20 individuals)		297,075		177,390		89,523		563,988

Ownership Requirements and Annual Compensation Limits

Stock Ownership Requirement

Timeline to Achieve Stock Ownership

Total Annual Director Compensation Limit