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

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Soliciting Material Pursuant to §240.14a-12

ARCONIC INC.

(Name of Registrant as Specified In Its Charter)

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TABLE OF CONTENTS

Letter to our Shareholders

~~[ ], 2017~~March 27, 2019

Dear Arconic Shareholders:

You are cordially invited to attend ~~a Special~~the 2019 Annual Meeting of Shareholders of Arconic Inc. ~~(“Arconic” or the “Company”)~~ to be held on ~~[ ], 2017,~~Tuesday, May 14, 2019, at ~~[ ], local time,~~8:00 a.m. Eastern Time, at ~~[ ].~~Arconic Cleveland Operations, 1616 Harvard Avenue, Building 53, Cleveland, OH 44105.

We are pleased to present you with our 2019 Proxy Statement, which represents our continuing commitment to transparency, good governance and performance-based executive compensation, and reflects the input we have received during dialogue with our investors. At the ~~special meeting, we~~2019 Annual Meeting, shareholders will ~~ask you to consider and~~ vote on ~~a proposal to approve~~ the ~~merger (the “Reincorporation Merger”)~~matters set forth in the 2019 Proxy Statement and the accompanying notice of the ~~Company with a newly formed direct wholly owned subsidiary~~annual meeting. Highlights of the ~~Company incorporated~~detailed information included in ~~Delaware (“Arconic Delaware”) in order to effect~~ the change of the Company’s jurisdiction of incorporation from Pennsylvania to Delaware (the “Reincorporation”); 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; and 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.

~~The~~ proxy statement ~~attached to this letter provides you with information about~~can be found in the proposed Reincorporation and related governance changes. Please read the entire proxy statement carefully. You may obtain additional information about Arconic from documents we file with the U.S. Securities and Exchange Commission.

~~Whether or not you plan to attend the special meeting in person, please complete, sign, date and return promptly the enclosed proxy card or voting instruction form.~~ “Proxy Summary”If you hold shares through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or nominee to provide voting instructions. You can revoke your proxy at any time before the special meeting and provide a new proxy as you deem appropriate. Only your latest dated proxy will count. If you decide to attend the special meeting and wish to change your proxy vote, you may do so by voting in person at the special meeting. starting on page 1.

Your vote is very important. Whether or not you will attend the meeting, we hope that your shares are represented and voted. In advance of the meeting on Tuesday, May 14, 2019, please cast your vote through the Internet, by telephone or by mail. Instructions on how to vote are found in the section entitled “Proxy Summary—How to Cast Your Vote” on page 1.

Thank you for being a shareholder of Arconic. We look forward to seeing you ~~on [ ], 2017.~~at the meeting.

Sincerely,

~~David P. Hess~~

John C. Plant
~~Interim~~Chairman and Chief Executive Officer

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~~NOTICE OF 2017 SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT~~

Notice of 2019 Annual Meeting of Shareholders

Tuesday, May 14, 2019
8:00 a.m. Eastern Time

Arconic Cleveland Operations
1616 Harvard Avenue
Building 53
Cleveland, OH 44105

The ~~Special~~Annual Meeting of Shareholders of Arconic Inc. (“Arconic” or the “Company”) will be held on Tuesday, May 14, 2019, at ~~[ ] on [ ], 2017,~~8:00 a.m. Eastern Time, at ~~[ ], local time. Holders~~Arconic Cleveland Operations, 1616 Harvard Avenue, Building 53, Cleveland, OH 44105. Shareholders of record of Arconic common stock at the close of business on ~~[ ], 2017, the record date for the special meeting (the “record date”),~~March 25, 2019 are entitled to vote at the ~~special~~ meeting.

The ~~special~~purposes of the meeting ~~will be held for the following purposes:~~are:

to ~~vote on a proposal~~elect 10 directors to ~~approve~~serve one-year terms expiring at the ~~merger (the “Reincorporation Merger”)~~2020 Annual Meeting of Shareholders;

to ratify the ~~Company with a newly formed direct wholly owned subsidiary~~appointment of ~~the Company incorporated in Delaware (“Arconic Delaware”) in order to effect the change of~~PricewaterhouseCoopers LLP as the Company’s ~~jurisdiction of incorporation from Pennsylvania to Delaware (the “Reincorporation”);~~independent registered public accounting firm for 2019;

2.3.

~~to vote on 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;~~executive compensation;

3.4.

to approve the 2013 Arconic Stock Incentive Plan, as Amended and Restated;

to vote on a shareholder proposal, ~~to approve, on an advisory basis, that~~if properly presented at the ~~Board of Directors of Arconic Delaware following the Reincorporation will be elected on an annual basis pursuant to the Delaware Certificate;~~meeting; and

4.6.

to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

You will need an admission ticket if you plan to attend the ~~special~~ meeting. Only shareholders and authorized guests of the Company may attend the meeting and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification). If you hold your shares in street-name (i.e., through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement. Street-name holders planning on voting in person at the annual meeting must provide a “legal proxy” from their bank or broker. Please see the ~~questions~~“Questions and ~~answers~~Answers About the Meeting and Voting” section of the proxy statement for instructions on how to obtain an admission ticket.

~~Your vote is important. Whether or not you plan to attend~~We will provide a live webcast of the ~~special~~ meeting ~~in person, please vote by completing, signing, dating and returning the enclosed proxy card or voting instruction form as soon as possible to ensure your representation~~from our website at ~~the special meeting.~~http://www.arconic.com ~~Promptly voting your shares will ensure a quorum and save Arconic the expense of further solicitation. A proxy may be revoked at any time before the special meeting.~~under “Investors—Annual Meeting.”

On behalf of Arconic’s Board of Directors,

Katherine Hargrove Ramundo
Executive Vice President, Chief Legal Officer and ~~Corporate~~ Secretary

~~[ ], 2017~~March 27, 2019

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~~390 Park Avenue~~
~~New York, NY 10022-4608~~

Proxy Statement

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR
THE ~~SPECIAL~~ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON ~~[ ], 2017~~MAY 14, 2019

The Notice of ~~Special~~2019 Annual Meeting of Shareholders and Proxy Statement isand 2018 Annual Report are available atwww.ReadMaterial.com/ARNC.
~~[ ]~~

The Board of Directors of Arconic Inc. (“Arconic” or the “Company”) is providing this proxy statement in connection with ~~the Special~~Arconic’s 2019 Annual Meeting of Shareholders to be held on ~~[ ], 2017,~~Tuesday, May 14, 2019 at ~~[ ], local time,~~8:00 a.m. Eastern Time, at ~~[ ],~~Arconic Cleveland Operations, 1616 Harvard Avenue, Building 53, Cleveland, OH 44105, and at any adjournment or postponement thereof.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released to shareholders on or about ~~[ ], 2017.~~March 28, 2019. In accordance with the rules and regulations adopted by the ~~U.S.~~ Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of the Company’s proxy materials to each shareholder of record, ~~Arconic~~the Company may furnish proxy materials by providing access to those documents on the Internet. The Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials.

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~~PROXY SUMMARY~~2019 Proxy Statement

Proxy Summary

We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and Arconic’s 2018 Annual Report before you vote.

~~2017 SPECIAL~~

2019 ANNUAL MEETING OF SHAREHOLDERS

	Time and Date:			~~[ ], local time, [ ], 2017~~8:00 a.m. Eastern Time, May 14, 2019
	Place:			~~[ ]~~Arconic Cleveland Operations, 1616 Harvard Avenue, Building 53, Cleveland, OH 44105
	Record Date:			~~[ ], 2017~~March 25, 2019
	Webcast:			A live webcast of the meeting will be available from our website at http://www.arconic.com under “Investors—Annual Meeting.”
	Voting:			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 25, 2019, the record date for the annual meeting, there were 453,083,173 shares of common stock outstanding and expected to be entitled to vote at the 2019 Annual Meeting. There are no other securities of the Company outstanding and entitled to vote at the 2019 Annual Meeting.
	Admission:			An admission ticket is required to ~~attend~~enter Arconic’s ~~special~~annual meeting. See Question 53 in the “Questions and Answers About the ~~Special~~ Meeting and ~~Voting~~Voting”” section regarding how to obtain a ticket. Only shareholders and authorized guests of the Company may attend the meeting and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification). If you hold your shares in street-name (i.e., through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement.

How to Cast Your Vote

~~Your vote is important!~~YOUR VOTE IS IMPORTANT! Please cast your ~~vote.~~vote and play a part in the future of Arconic.

Shareholders of ~~record~~Record, who hold shares registered in their names, can vote by:

	~~Internet at~~ ~~[ ]~~						~~calling [ ]~~
	Internet at ~~toll-free from the~~ ~~U.S. or Canada~~www.cesvote.com			calling 1-888-693-8683 toll-free from the U.S. or Canada			mail return the signed proxy card

The deadline for voting online or by telephone is [ ], Eastern Time, on [ ], 2017. If you vote by mail, your proxy card must be received before the special meeting. If you hold shares in an Arconic savings plan, your voting instructions must be received by [ ], Eastern Time, on [ ], 2017.

Beneficial ~~owners,~~Owners of Shares, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the Internet, as provided by the bank, broker or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares.

If you are a shareholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote in person at the ~~special~~annual meeting. Even if you plan to attend our ~~special~~annual meeting in person, please cast your vote by submitting a proxy as soon as possible.

Deadline for voting online or by telephone is 6:00 a.m. Eastern Time, on May 14, 2019. If you vote by mail, your proxy card must be received before the annual meeting. If you hold shares in an Arconic savings plan, your voting instructions must be received by 6:00 a.m. Eastern Time, on May 12, 2019.

See the “Questions and Answers About the ~~Special~~ Meeting and ~~Voting~~Voting”” section for more details.

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2019 Proxy Statement

Proxy Summary (continued)

Voting Matters and Board Recommendations

The Board of Directors recommends that you vote as follows:

	Voting Matters		~~Board’s~~	Unanimous Board Recommendation
~~Item 1.~~		~~A proposal to approve the Reincorporation Merger with Arconic Delaware in order to effect the Reincorporation.~~				~~FOR~~Page Reference (for more detail)
~~Item 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~~
~~Item 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~~

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2019 Proxy Statement

Proxy Summary (continued)

Director Nominees (Page 8)

Arconic’s Board of Directors currently comprises 12 members, led by Chairman and Chief Executive Officer John C. Plant, and independent Lead Director Arthur D. Collins, Jr. Directors are elected on an annual basis. On March 4, 2019, directors Arthur D. Collins, Jr. and David P. Hess notified the Board that they will not stand for re-election and will retire from the Board effective as of the date of the 2019 Annual Meeting. As a result, the Board determined to decrease the size of the Board from 12 to 10 members, effective as of the date of the 2019 Annual Meeting, and intends to elect a new independent Lead Director at its first meeting following the 2019 Annual Meeting. The following table provides summary information about each of the 10 director nominees standing for election to the Board for a one-year term expiring on the date of the Annual Meeting of Shareholders in 2020.

Name

Age

Director
Since

Professional Background

Independent

Committee
Memberships

Other Current
Public
Company Boards

James F. Albaugh

2017

Former President and Chief
Executive Officer of
Commercial Airplanes, The
Boeing Company; Former
President and Chief
Executive Officer of
Integrated Defense
Systems, The Boeing
Company

Yes

Compensation
and Benefits;
Governance
and
Nominating

American Airlines
Group Inc.; GS
Acquisition Holdings
Corp; Harris
Corporation

Amy E. Alving

2018

Former Senior Vice
President and Chief
Technology Officer, Leidos
Holdings, Inc.

Yes

Compensation
and Benefits;
Cybersecurity
Advisory
Subcommittee
(Chair);
Governance
and
Nominating

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

Christopher L. Ayers

2017

Former President and Chief
Executive Officer, WireCo
WorldGroup, Inc.

Yes

Audit; Finance

Universal Stainless &
Alloy Products, Inc.

Elmer L. Doty

2017

President and Chief
Operating Officer, Arconic
Inc.

—

Rajiv L. Gupta

2016

Chairman, Aptiv PLC;
Chairman, Avantor Inc.;
Former Chairman and Chief
Executive Officer, Rohm
and Haas Company

Yes

Compensation
and Benefits
(Chair);
Governance
and
Nominating

Aptiv PLC (Chairman)

Sean O. Mahoney

2016

Private Investor; Former
Vice Chairman for Global
Banking, Deutsche Bank
Securities; Former Partner
and Head of the Financial
Sponsors Group, Goldman,
Sachs & Co.

Yes

Audit; Finance
(Chair)

Aptiv PLC

David J. Miller

2017

Equity Partner, Senior
Portfolio Manager and
Head of U.S. Restructuring,
Elliott Management
Corporation

Yes

Finance

—

E. Stanley O’Neal

2008

Former Chairman and Chief
Executive Officer, Merrill
Lynch & Co., Inc.

Yes

Audit; Finance

Clearway Energy, Inc.; Platform Specialty Products Corporation

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2019 Proxy Statement

Proxy Summary (continued)

Name

Age

Director
Since

Professional Background

Independent

Committee
Memberships

Other Current
Public
Company Boards

John C. Plant

2016

Chairman and Chief Executive Officer, Arconic Inc.

—

Gates Industrial
Corporation PLC;
Jabil Circuit
Corporation; Masco
Corporation

Ulrich R. Schmidt

2016

Former Executive Vice
President and Chief
Financial Officer, Spirit
Aerosystems Holdings, Inc.

Yes

Audit (Chair); Finance

—

Corporate Governance Highlights (Page 21)

The Company is committed to good corporate governance, which we believe is important to the success of our business and to advancing shareholder interests. Our corporate governance practices are described in greater detail in the “Corporate Governance” section. Highlights include:

✓

Annually elected directors

✓

Majority voting for directors

✓

10 of our 12 current Board members are independent; 8 of the 10 director nominees are independent

✓

Average Board tenure, assuming all director nominees are elected, is 3.2 years

✓

No supermajority voting requirements in the Certificate of Incorporation

✓

Independent Lead Director with substantial responsibilities

✓

Directors have a broad array of attributes and skills directly relevant to the Company and its businesses

✓

Regular executive sessions of independent directors

✓

Attendance by incumbent directors at Board and committee meetings in 2018 averaged 97%

✓

Independent Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees

✓

Finance Committee that reviews and provides advice regarding capital structure, capital allocation, financial exposures, mergers and acquisitions, pension investment performance and other financial matters

✓

Cybersecurity Advisory Subcommittee that reviews the Company’s enterprise risk relating to cybersecurity

✓

Risk oversight by full Board and committees

✓

Regular shareholder engagement

✓

Shareholders’ right to call special meetings

✓

Shareholders’ ability to take action by written consent

✓

Proxy access mechanism to enable eligible shareholders to nominate director candidates

✓

Policies prohibiting short sales, hedging, margin accounts and pledging

✓

Long-standing commitment to sustainability

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2019 Proxy Statement

Proxy Summary (continued)

Executive Compensation Highlights (Page 40)

The Compensation Discussion and Analysis section includes a discussion of the Company’s compensation philosophy and design and 2018 compensation decisions.

Arconic’s executive compensation philosophy to provide pay for performance and shareholder alignment underlies our 2018 compensation structure, which is designed based on four guiding principles:

•

Make equity long-term incentive (LTI) compensation the most significant portion of total compensation for senior executives and managers.

•

Choose annual incentive compensation (IC) metrics and LTI metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance.

•

Set IC and LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth.

•

Target total compensation at median of market, while using IC and LTI compensation to motivate performance and to attract and retain exceptional talent.

Based on input from investors and benchmarking analyses, the Company designed an executive compensation structure aimed to drive shareholder value for Arconic. Best practices in 2018 include:

	WHAT WE DO				WHAT WE DON’T DO
	✓ Pay for Performance ✓ Cancellation of Unvested Equity Awards Upon Termination of Employment, Other Than in Very Limited Circumstances ✓ Robust Stock Ownership Guidelines ✓ Double-Trigger Change-in-Control Provisions ✓ Active Engagement with Investors ✓ Independent Compensation Consultant ✓ Conservative Risk Profile ✓ Claw-Back Policy				✗ No Guaranteed Annual Bonuses ✗ No Parachute Tax Gross-Ups ✗ No Short Sales, Derivative Transactions or Hedging of Company Stock ✗ No Dividends on Unvested Equity Awards ✗ No Share Recycling or Option Repricing ✗ No Significant Perquisites

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2019 Proxy Statement

Item 1 Election of Directors

As of the date of this Proxy Statement, Arconic’s Board of Directors comprises 12 members, led by Chairman and Chief Executive Officer John C. Plant, and independent Lead Director Arthur D. Collins, Jr. On March 4, 2019, directors Arthur D. Collins, Jr. and David P. Hess notified the Board that they will not stand for re-election and will retire from the Board effective as of the date of the 2019 Annual Meeting. As a result, the Board determined to decrease the size of the Board from 12 to 10 members, effective as of the date of the 2019 Annual Meeting, and intends to elect a new independent Lead Director at its first meeting following the 2019 Annual Meeting.

The Board of Directors, upon the recommendation of the Governance and Nominating Committee, has nominated 10 incumbent directors to stand for reelection to the Board for a one-year term expiring in 2020: James F. Albaugh, Amy E. Alving, Christopher L. Ayers, Elmer L. Doty, Rajiv L. Gupta, Sean O. Mahoney, David J. Miller, E. Stanley O’Neal, John C. Plant, and Ulrich R. Schmidt. Each of the 10 director nominees was elected by shareholders at the 2018 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 13). 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 Messrs. Plant and Doty (due to their executive roles as Chairman and Chief Executive Officer and as President and Chief Operating Officer, respectively), 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 28.

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 Ms. Alving and Messrs. Albaugh, Ayers, Doty, Gupta, Mahoney, Miller, O’Neal, Plant, and Schmidt.

2019 Proxy Statement

Item 1 Election of Directors (continued)

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2019 Proxy Statement

Item 1 Election of Directors (continued)

Director Nominees

				James F. Albaugh
				Director since: 2017 Age: 68 Committees: Compensation and Benefits Committee; Governance and Nominating Committee Other Current Public Directorships: American Airlines Group Inc.; GS Acquisition Holdings Corp; Harris Corporation

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

Other Current Affiliations: Mr. Albaugh is Chairman of the National Aeronautic Association; Past President of the American Institute of Aeronautics and Astronautics; Past Chairman of the Aerospace Industries Association and an elected member of the National Academy of Engineering. Mr. Albaugh is also a member of the boards of directors of Aloft Aeroarchitects (formerly PATS Aerospace) and Belcan Corporation; and a member of the board of trustees of Willamette University and the Columbia University School of Engineering.

Previous Directorships: Mr. Albaugh served as a director of B/E Aerospace, Inc. from 2014 until its acquisition by Rockwell Collins, Inc. in April 2017. Mr. Albaugh also served as a director of TRW Automotive Holdings Corp. from 2006 until its acquisition by ZF Friedrichshafen AG in 2015.

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, enable him to provide valuable insight and perspectives to the Board.

				Amy E. Alving
				Director since: 2018 Age: 56 Committees: Compensation and Benefits Committee; Cybersecurity Advisory Subcommittee (Chair); Governance and Nominating Committee Other Current Public Directorships: DXC Technology Company; Federal National Mortgage Association (Fannie Mae)

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 to 2013. From 2007 to 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 until 1998. Ms. Alving was an aerospace engineering professor at the University of Minnesota from 1990 until 1997.

Other Current Affiliations: Ms. Alving is a member of the Defense Science Board and the Council on Foreign Relations.

Previous Directorships: Ms. Alving previously served as a director of Arconic from November 2016 until its 2017 Annual Meeting of Shareholders. She was a director of Pall Corporation (since acquired by Danaher Corporation) from 2010 until 2015.

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 technology and innovation experience across multiple sectors that will help the Company innovate and grow.

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2019 Proxy Statement

Item 1 Election of Directors (continued)

				Christopher L. Ayers
				Director since: 2017 Age: 52 Committees: Audit Committee; Finance Committee Other Current Public Directorships: Universal Stainless & Alloy Products, Inc.

Career Highlights and Qualifications: Mr. Ayers served as the President and Chief Executive Officer of WireCo WorldGroup, Inc., a leading producer of specialty steel wire ropes and high performance synthetic ropes, from July 2013 through January 2017. Prior to WireCo, from May 2011 to May 2013, Mr. Ayers served as Executive Vice President of Alcoa Inc. and President of Alcoa’s Global Primary Products group. Mr. Ayers joined Alcoa in February 2010 as the Chief Operating Officer of the Company’s Cast, Forged and Extruded Products businesses, which now comprise part of Arconic’s portfolio. From 1999 to 2008, Mr. Ayers held several executive positions at Precision Castparts Corporation (PCC), a manufacturer of metal components and products. In 2006, he was appointed PCC Executive Vice President and President of the PCC Forging Division. Mr. Ayers began his career at Pratt & Whitney, the aircraft engine division of United Technologies Corporation.

As a director of Universal Stainless & Alloy Products, Inc. since 2008, Mr. Ayers serves on the specialty steel producer’s Audit and Nominating & Governance Committees and is chair of its Compensation Committee.

Attributes and Skills: Mr. Ayers’ management and executive experience in the specialty materials industry, with a strong focus on aerospace markets, offers valuable strategic and operational insights. His previous leadership of Alcoa businesses that are now part of Arconic and his other work experience provide the Board with a unique perspective about the Company’s Engineered Products and Solutions portfolio.

Mr. Ayers qualifies as an audit committee financial expert.

				Elmer L. Doty
				Director since: 2017 Age: 64

Career Highlights and Qualifications: Mr. Doty has served as President and Chief Operating Officer of Arconic since February 2019. From March 2016 until February 2019, Mr. Doty was an Operating Executive at The Carlyle Group LP, a multinational private equity, alternative asset management and financial services corporation, where he previously held a similar position in 2012. From December 2012 to February 2016, Mr. Doty was President and Chief Executive Officer of Accudyne Industries LLC, a provider of precision-engineered flow control systems and industrial compressors. Mr. Doty also was the President and Chief Executive Officer of Vought Aircraft Industries, Inc. from 2006 until its acquisition in 2010 by Triumph Group, a leader in manufacturing and overhauling aerospace structures, systems and components.

Prior to Vought, Mr. Doty was Executive Vice President and General Manager of the Land Systems Division of United Defense Industries, Inc. (now BAE Systems). Earlier in his career, Mr. Doty held executive positions at both General Electric Company and FMC Corporation.

Previous Directorships: Mr. Doty was a director of Vought Aircraft Industries, Inc. and Triumph Group, Inc.

Attributes and Skills: Building on his broad aerospace experience, including serving as a CEO and business executive with several industry leaders, Mr. Doty has a deep knowledge of Arconic’s aerospace and defense markets and strong relationships with key customers. The combination of that experience, together with his private equity experience, enables him to make a valuable contribution to the Board’s considerations.

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2019 Proxy Statement

Item 1 Election of Directors (continued)

				Rajiv L. Gupta
				Director since: 2016 Age: 73 Committees: Compensation and Benefits Committee (Chair); Governance and Nominating Committee Other Current Public Directorships: Aptiv PLC (Chairman)

Career Highlights and Qualifications: Mr. Gupta has served as Chairman of Aptiv PLC, a global technology company, since November 2017 and Chairman of Avantor Inc. (formerly Avantor Materials, Inc.), a global provider of integrated, tailored solutions for life sciences and advanced technology industries, since August 2010. Mr. Gupta also has served as Senior Advisor to New Mountain Capital, LLC, a private equity firm, since 2009. Previously, Mr. Gupta served as Chairman of Delphi Automotive PLC, a global automotive parts manufacturing and technology company, from April 2015 to November 2017, when it separated into two companies: Aptiv PLC and Delphi Technologies PLC. Mr. Gupta served as Chairman and Chief Executive Officer of Rohm and Haas Company, a worldwide producer of specialty materials, from 1999 until 2009, when it was acquired by Dow Chemical. Mr. Gupta previously held various other positions at Rohm and Haas, which he joined in 1971, including serving as Vice Chairman from 1998 to 1999, Director of the Electronic Materials business from 1996 to 1999, and Vice President and Regional Director of the Asia Pacific Region from 1993 to 1998.

Previous Directorships: Mr. Gupta was a director of Delphi Automotive PLC, Hewlett Packard Company, IRI Group, Stroz Friedberg, LLC, The Vanguard Group and Tyco International.

Attributes and Skills: Mr. Gupta brings to the Board leadership experience, technical expertise and a passion for superior corporate governance. Mr. Gupta has experience leading and advising large public companies as a director through complex transition periods. He also brings to the Company familiarity with and insight into corporate governance issues.

				Sean O. Mahoney
				Director since: 2016 Age: 56 Committees: Audit Committee; Finance Committee (Chair) Other Current Public Directorships: Aptiv PLC

Career Highlights and Qualifications: Mr. Mahoney has extensive experience in capital markets and business strategy across a wide variety of companies and sectors, including industrial and automotive. He is a private investor with over two decades of experience in investment banking and finance. Mr. Mahoney spent 17 years in investment banking at Goldman, Sachs & Co., where he was a partner and head of the Financial Sponsors Group, followed by four years at Deutsche Bank Securities, where he served as Vice Chairman, Global Banking.

Other Current Affiliations: In addition to his public company board memberships, Mr. Mahoney has served on the post-bankruptcy board of Lehman Brothers Holdings Inc. since 2012. He also serves on the Development Committee for the Rhodes Trust, an educational charity whose principal activity is to support the international selection of Rhodes Scholars for study at Oxford University in England (which Mr. Mahoney attended as a Rhodes Scholar from 1984 through 1987).

Previous Directorships: Mr. Mahoney was a director of Cooper-Standard Holdings Inc., Delphi Automotive PLC and Formula One Holdings.

Attributes and Skills: Mr. Mahoney has advised a broad range of companies on business, financial and value-creation strategies. He has served as senior advisor on a range of major equity, debt and M&A projects during his career. Mr. Mahoney’s proven business and investment acumen brings valuable insight and perspectives to the Board.

Mr. Mahoney qualifies as an audit committee financial expert.

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2019 Proxy Statement

Item 1 Election of Directors (continued)

				David J. Miller
				Director since: 2017 Age: 40 Committees: Finance Committee

Career Highlights and Qualifications: Mr. Miller is an Equity Partner, Senior Portfolio Manager and the Head of U.S. Restructuring at Elliott Management Corporation, a New York-based investment fund with approximately $35 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 Current Affiliations: Mr. Miller is currently a director of the Brazilian American Automotive Group, Inc., one of the largest automotive dealership groups in Latin America.

Previous Directorships: Mr. Miller served on the board of managers of JCIM, LLC from July 2008 to September 2013, and on the boards of ISCO International Inc. from December 2009 to December 2010, and SemGroup Energy Partners LP/SemGroup Energy Partners GP, LLC from October 2008 to November 2009.

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.

				E. Stanley O’Neal
				Director since: 2008 Age: 67 Committees: Audit Committee; Finance Committee Other Current Public Directorships: Clearway Energy, Inc.; Platform Specialty Products Corporation

Career Highlights and Qualifications: Mr. O’Neal served as Chairman of the Board from 2003 to 2007, and Chief Executive Officer from 2002 to 2007, of Merrill Lynch & Co., Inc. He was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000; and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998.

Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility.

Other Current Affiliations: In addition to his public company board memberships, Mr. O’Neal serves on the board of the Memorial Sloan-Kettering Cancer Center and is a member of the Council on Foreign Relations, the Center for Strategic and International Studies, and the Economic Club of New York.

Previous Directorships: Mr. O’Neal was a director of General Motors Corporation from 2001 to 2006, Chairman of the Board of Merrill Lynch & Co., Inc. from 2003 to 2007, and a director of American Beacon Advisors, Inc. (investment advisor registered with the Securities and Exchange Commission) from 2009 to September 2012.

Attributes and Skills: Mr. O’Neal’s extensive experience in investment banking provides a valuable perspective to the Board. He also brings to the Audit Committee a strong financial background in an industrial setting, having served in various financial and leadership positions at General Motors Corporation, a leading automotive company in one of Arconic’s most important and expanding market segments. Mr. O’Neal’s leadership, executive experience and financial expertise provide the Board with valuable insight.

Mr. O’Neal qualifies as an audit committee financial expert.

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Item 1 Election of Directors (continued)

				John C. Plant
				Director since: 2016 Age: 65 Other Current Public Directorships: Gates Industrial Corporation PLC; Jabil Circuit Corporation; Masco Corporation

Career Highlights and Qualifications: Mr. Plant was appointed Chief Executive Officer of Arconic in February 2019. He has served as Arconic’s Chairman since October 2017, and as a member of the Board since February 2016. Mr. Plant served as the Chairman of the Board, President and Chief Executive Officer of TRW Automotive from 2011 to 2015 and as its President and Chief Executive Officer from 2003 to 2011. TRW Automotive was acquired by ZF Friedrichshafen AG in May 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 to 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 through 1997.

Other Current Affiliations: In addition to his public company board memberships, Mr. Plant is a Fellow of the Institute of Chartered Accountants.

Previous Directorships: Mr. Plant was the chairman of the board for TRW Automotive from 2011 until May 2015, when it was acquired by ZF Friedrichshafen AG.

Attributes and Skills: Mr. Plant has a distinguished career in the automotive industry spanning nearly 40 years. His industry knowledge provides a strong background from which Arconic can benefit. His leadership and succession of key executive roles provide strategic and operational perspectives to the Board and the Company.

				Ulrich R. Schmidt
				Director since: 2016 Age: 69 Committees: Audit Committee (Chair); Finance Committee

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 to 2005, and as Vice President, Finance and Business Development, Goodrich Aerospace, from 1994 to 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.

Previous Directorships: Mr. Schmidt served on the board of directors of Precision Castparts Corporation from 2007 until January 2016, when Precision Castparts was acquired by Berkshire Hathaway Inc. He was chairman of its Audit Committee since 2008.

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 Arconic with valuable insight and industry experience.

Mr. Schmidt qualifies as an audit committee financial expert.

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2019 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: Arconic Inc., Governance and Nominating Committee, c/o Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. 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 Arconic’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: Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. For the 2020 Annual Meeting, such notice must be delivered no earlier than January 15, 2020 and no later than February 14, 2020.

Subject to the terms and conditions set forth in the Company’s Bylaws, shareholder nominations for candidates for election at the 2020 Annual Meeting of Shareholders, which the shareholder wishes to include in the Company’s proxy materials relating to the 2020 Annual Meeting, must be received by the Company at the above address no earlier than October 30, 2019 and no later than November 29, 2019, 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:

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

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.

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.

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.

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.

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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Item 1 Election of Directors (continued)

Directors must be committed to understanding the Company and its industry; to regularly preparing for, attending and actively participating in meetings of the Board and its committees; and to ensuring that existing and future individual commitments will not materially interfere with the director’s obligations to the Company. The number of other board memberships, in light of the demands of a director nominee’s principal occupation, should be considered, as well as travel demands for meeting attendance.

Directors must understand the legal responsibilities of board service and fiduciary obligations. All members of the Board should be financially literate and have a sound understanding of business strategy, business environment, corporate governance and board operations. At least one member of the Board must satisfy the requirements of an “audit committee financial expert.”

Directors must be self-confident and willing and able to assume leadership and collaborative roles as needed. They need to demonstrate maturity, valuing Board and team performance over individual performance and respect for others and their views.

10.

New director nominees should be able and committed to serve as a member of the Board for an extended period of time.

11.

While the diversity, the variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the committee will focus on any special skills, expertise or background that would complement the existing Board, recognizing that the Company’s businesses and operations are diverse and global in nature.

12.

Directors should have reputations, both personal and professional, consistent with the Company’s image and reputation.

Process of Evaluation of Director Candidates

The Governance and Nominating Committee makes a preliminary review of a prospective director candidate’s background, career experience and qualifications based on available information or information provided by an independent search firm, which identifies or provides an assessment of a candidate, or by a shareholder nominating or suggesting a candidate. If a consensus is reached by the committee that a particular candidate would likely contribute positively to the Board’s mix of skills and experiences, and a Board vacancy exists or is likely to occur, the candidate is contacted to confirm his or her interest and willingness to serve. The committee conducts interviews and may invite other Board members or senior Arconic executives to interview the candidate to assess the candidate’s overall qualifications. The committee considers the candidate against the criteria it has adopted in the context of the Board’s then current composition and the needs of the Board and its committees.

At the conclusion of this process, the committee reports the results of its review to the full Board. The report includes a recommendation as to whether the candidate should be nominated for election to the Board. This procedure is the same for all candidates, including director candidates identified by shareholders.

The Governance and Nominating Committee retains from time to time the services of a search firm that specializes in identifying and evaluating director candidates. Services provided by the search firm include identifying potential director candidates meeting criteria established by the committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member.

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2019 Proxy Statement

Director Compensation

Our non-employee director compensation program is designed to attract and retain outstanding director candidates who have the requisite experience and background as set forth in our Corporate Governance Guidelines, and to recognize the substantial time and effort necessary to exercise oversight of a complex global organization like Arconic and fulfill the other responsibilities required of our directors. Messrs. Doty and Plant, our employee directors, do not receive additional compensation for their Board service.

The Governance and Nominating Committee reviews director compensation periodically and recommends changes to the Board when it deems appropriate. In 2017, the committee engaged an independent compensation consultant, Pearl Meyer & Partners, LLC, to conduct an independent review of our director compensation program. Pearl Meyer & Partners assessed the structure of our director compensation program compared to competitive market practices of similarly situated companies. In addition, Pay Governance LLC, an independent compensation consultant, provided advice regarding Board Chairman compensation. Based on the market information and recommendations by Pearl Meyer & Partners and Pay Governance, and taking into account various factors, including the responsibilities and time commitment of the directors, the Governance and Nominating Committee, and the Board in turn, reviewed and adopted the compensation program for non-employee directors that was in effect during 2018. In February 2019, in connection with the appointment of our Chairman, John C. Plant, to also serve as our Chief Executive Officer and the concurrent appointment of Arthur D. Collins, Jr. as the Company’s independent Lead Director, Pearl Meyer & Partners provided advice regarding Lead Director compensation. Based on the recommendations by Pearl Meyer & Partners, and taking into account various factors, the Governance and Nominating Committee, and the Board in turn, reviewed and adopted the current compensation program for non-employee directors. The Company’s non-employee director compensation for 2018 and 2019 is summarized in the table below under “Director Fees.”

Information regarding the retention of Pearl Meyer & Partners and Pay Governance can be found under “Corporate Governance—Compensation Consultants” on page 30.

Director Fees

The following table describes the components of compensation for non-employee directors:

Compensation Element	2018 Amount	2019 Amount
Annual Cash Retainer	$120,000	$120,000
Annual Equity Award (Restricted Share Units Granted Following Each Annual Meeting of Shareholders)	$150,000	$150,000
Other Annual Fees1:
~~Background~~• Non-Executive Board Chair Fee	$300,000	N/A2
• Lead Director Fee	N/A2	$40,0002
• Audit Committee Chair Fee (includes Audit Committee Member Fee)	$27,500	$27,500
• Audit Committee Member Fee	$11,000	$11,000
• Compensation and Benefits Committee Chair Fee	$20,000	$20,000
• Other Committee Chair Fee	$16,500	$16,500
Per Meeting Fee for Meetings in Excess of Regularly Scheduled Meetings	$1,5003	$1,5003

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Director Compensation (continued)

Ownership Requirements and Annual Compensation Limits	2018 Amount	2019 Amount
Stock Ownership Requirement	$750,000	$750,000
Timeline to Achieve Stock Ownership	6 years	6 years
Total Annual Director Compensation Limit	$750,000	$750,000

All Other Annual Fees are paid in cash, with the exception of the $300,000 Non-Executive Board Chair Fee, which comprises $170,000 in cash and $130,000 in deferred restricted share units.

Effective February 6, 2019, in connection with the appointment of our Chairman to also serve as our Chief Executive Officer and the concurrent appointment of an independent Lead Director, the Non-Executive Board Chair fee was eliminated, and the Board adopted a $40,000 per annum fee for the Lead Director.

A fee of $1,500 is paid to a non-employee director for each Board or committee meeting attended by the director in excess of the number of regular Board or committee meetings scheduled by the Board for the applicable calendar year.

Directors’ Alignment with Shareholders

Stock Ownership Guideline for Directors

In order to further align the interests of our directors with the long-term interests of our shareholders, non-employee directors are required to own, until retirement from the Board, at least $750,000 in Arconic common stock. Compliance with the ownership value requirement is measured annually and if the stock price declines in value, directors must continue to invest in Arconic stock until the stock ownership guideline is reached. Effective as of December 5, 2017, each director is required to reach the stock ownership guideline within six years of his or her initial appointment as a non-employee director.

Under the director compensation program in effect prior to November 1, 2016, directors who were not in compliance with the ownership value requirement were required to invest at least 50% of the fees they received as directors in Arconic stock until the stock ownership guideline was reached, either by deferring fees into deferred share units under the Company’s deferred fee plan for directors or purchasing shares on the open market. Deferred share units provide directors with the same economic interest as if they own Arconic common stock. Specifically, the deferred share units track the performance of our common stock and accrue dividend equivalents that are equal in value to dividends paid on our common stock. Upon a director’s retirement from the Board, the deferred share units are settled in cash at a value equivalent to the then-prevailing market value of our common stock.

Beginning November 1, 2016, directors receive a portion of their annual compensation in Arconic deferred restricted share units, which count towards meeting the stock ownership value requirement. The annual deferred restricted share unit award vests on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date, subject to continued service through the vesting date (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting provisions apply in the event of a director’s termination of service for any other reason). Settlement of the annual deferred restricted share units is deferred pursuant to the Amended and Restated Deferred Fee Plan for Directors. Also, beginning November 1, 2016, directors may elect to defer the cash portion of their annual compensation into additional Arconic deferred restricted share units (but not into deferred share units), as described under “Director Deferral Program” on page 20. Each Arconic deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of Arconic common stock upon settlement.

Accordingly, whether a director holds shares of Arconic common stock, deferred share units or deferred restricted share units, directors have the same economic interest in the performance of the Company, which further aligns directors’ interests with those of our shareholders.

The following table shows the aggregate value of each current director’s holdings in Arconic common stock, deferred restricted share units, and deferred share units as of March 15, 2019, based on the closing price of our common stock on the New York Stock Exchange on that date.

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Director Compensation (continued)

Directors	Director Since		Value of Holdings in Arconic Stock, Deferred Share Units and Deferred Restricted Share Units
James F. Albaugh		2017		$	336,218
Amy E. Alving		2018		$	256,536
Christopher L. Ayers		2017		$	568,997
Arthur D. Collins, Jr.		2010		$	2,148,794
Elmer L. Doty		2017		$	7,666,358
Rajiv L. Gupta		2016		$	300,365
David P. Hess		2017		$	3,331,701
Sean O. Mahoney		2016		$	600,654
David J. Miller		2017		$	193,394
E. Stanley O’Neal		2008		$	1,425,788
John C. Plant		2016		$	23,773,885
Ulrich R. Schmidt		2016		$	467,154

Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging

Company policy prohibits members of the Board of Directors from pledging, holding in margin accounts, or engaging in short sales or hedging transactions with respect to any of their Company stock. The policy continues to align the interests of our directors with those of our shareholders.

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Director Compensation (continued)

2018 Director Compensation

The following table sets forth the total compensation of the Company’s non-employee directors for the year ended December 31, 2018.*

Name1 (a)	Fees Earned or Paid in Cash ($)(b)2			Stock Awards ($)(c)3			All Other Compensation ($)(g)		Total ($)(h)
James F. Albaugh4		$	140,500		$	149,992		—		$	290,492
Amy E. Alving5		$	97,161		$	149,992		—		$	247,153
Christopher L. Ayers6		$	149,000		$	149,992		—		$	298,992
Arthur D. Collins, Jr.7		$	155,000		$	149,992		—		$	304,992
Elmer L. Doty8		$	133,500		$	149,992		—		$	283,492
Rajiv L. Gupta9		$	144,000		$	149,992		—		$	293,992
David P. Hess10		$	144,070		$	192,746		—		$	336,816
Sean O. Mahoney11		$	165,500		$	149,992		—		$	315,492
David J. Miller12		$	132,000		$	149,992		—		$	281,992
E. Stanley O’Neal13		$	147,500		$	149,992		—		$	297,492
John C. Plant14		$	316,835		$	279,983		—		$	596,818
Julie G. Richardson15		$	16,765			—		—		$	16,765
Patricia F. Russo16		$	55,871			—		—		$	55,871
Ulrich R. Schmidt17		$	165,500		$	149,992		—		$	315,492

In 2018, we did not issue any option awards to directors, and we do not have a non-equity incentive plan for directors. Accordingly, no such compensation is reported and we have omitted columns (d) and (e) from the table. In addition, the Company does not provide retirement benefits to non-employee directors. The last director to participate in the Company’s Fee Continuation Plan for Non-Employee Directors (which was frozen in 1995) retired from the Board effective May 1, 2015. Further, the Company does not pay above-market or preferential earnings on fees that are deferred. The Amended and Restated Deferred Fee Plan for Directors and a predecessor plan have the same investment options as the Company’s 401(k) tax-qualified savings plan for salaried employees. We therefore do not report changes in pension value or earnings on deferred fees and we have omitted column (f) from the table.

Charles P. Blankenship, who served as a director and Chief Executive Officer upon joining the Company on January 15, 2018, received no compensation for service as a director; his executive compensation is reflected in the “2018 Summary Compensation Table” on page 54.

Fees Earned or Paid in Cash (Column (b)). This column reflects the cash fees earned by directors for Board and committee service in 2018, whether or not such fees were deferred.

Stock Awards (Column (c)). The amounts in this column represent the aggregate grant date fair value of deferred restricted share unit awards granted to each non-employee director under the 2013 Arconic Stock Incentive Plan, as Amended and Restated, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Except as described below, the deferred restricted share unit award constitutes the equity portion of each director’s compensation for service from the Company’s annual meeting of shareholders in 2018 until the Company’s annual meeting of shareholders in 2019 and vests over such period (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting applies in the event of a director’s termination of service for any other reason). The exact number of deferred restricted share units comprising an equity award is calculated by dividing the dollar value of the award (as specified in our Non-Employee Director Compensation Policy) by the closing price of our common stock on the day of grant, rounded to the nearest whole share. The grant date fair value of each deferred restricted share unit granted to Mr. Hess on January 22, 2018 was $30.43. The grant date fair value of each deferred restricted share unit granted to Messrs. Albaugh, Ayers, Collins, Doty, Gupta, Hess, Mahoney, Miller, O’Neal, Plant and Schmidt and Ms. Alving on May 18, 2018 was $18.08. The grant date fair value of each deferred restricted share unit granted to Mr. Plant on October 23, 2018 was $20.65. As of December 31, 2018, the aggregate number of unvested deferred restricted share units outstanding for each non-employee director was as follows: Mr. Albaugh (8,296); Ms. Alving (8,296); Mr. Ayers (8,296); Mr. Collins (8,296); Mr. Doty (8,296); Mr. Gupta (8,296); Mr. Hess (8,296); Mr. Mahoney (8,296); Mr. Miller (8,296); Mr. O’Neal (8,296); Mr. Plant (14,591); and Mr. Schmidt (8,296). The foregoing numbers do not include deferred restricted share units that have vested—see “—Director Deferral Program” on page 20.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018, (ii) a cash retainer of $5,500 for service on the Audit Committee from January 1 through June 30, 2018 and (iii) cash fees of $15,000 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

Ms. Alving was elected to the Board of Directors effective May 16, 2018. The amount listed in Column (b) represents (i) a cash retainer of $75,161 for service as a non-employee director from May 16 through December 31, 2018, (ii) a cash retainer of $5,500 for service on

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Director Compensation (continued)

the Audit Committee from July 1 through December 31, 2018 and (iii) cash fees of $16,500 for meetings in excess of regularly scheduled meetings from May 16 through December 31, 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018, (ii) a cash retainer of $11,000 for service on the Audit Committee during 2018 and (iii) cash fees of $18,000 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018, (ii) a cash retainer of $20,000 for service as Chair of the Compensation and Benefits Committee during 2018 and (iii) cash fees of $15,000 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018 and (ii) cash fees of $13,500 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018 and (ii) cash fees of $24,000 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

Mr. Hess served as Interim Chief Executive Officer of the Company until January 15, 2018, and has served as a non-employee director since then. The amount listed in Column (b) represents (i) a cash retainer of $115,484 for service as a non-employee director from January 15, 2018 through December 31, 2018, (ii) a cash retainer of $10,586 for service on the Audit Committee from January 15, 2018 through December 31, 2018 and (iii) cash fees of $18,000 for meetings in excess of regularly scheduled meetings from January 15, 2018 through December 31, 2018. The amount listed in Column (c) represents (i) a pro-rated equity award, for the period from January 15, 2018 through the 2018 annual meeting of shareholders, of 1,405 deferred restricted share units granted on January 22, 2018, and (ii) an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018, (ii) a cash retainer of $11,000 for service on the Audit Committee during 2018, (iii) a cash retainer of $16,500 for service as Chair of the Finance Committee during 2018 and (iv) cash fees of $18,000 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018 and (ii) cash fees of $12,000 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018, (ii) a cash retainer of $11,000 for service on the Audit Committee during 2018 and (iii) cash fees of $16,500 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018, (ii) a cash retainer of $170,000 for service as Chairman of the Board during 2018, (iii) a cash retainer of $10,335 for service as Chair of the Governance and Nominating Committee from May 16 through December 31, 2018 and (iv) cash fees of $16,500 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents (i) an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018 and (ii) an equity award of 6,295 deferred restricted share units for service as Non-Executive Chairman granted on October 23, 2018, of which 4,450 units were forfeited on February 6, 2019 in connection with Mr. Plant’s appointment as Chief Executive Officer of the Company and in accordance with the terms of the Non-Executive Chairman Award.

Ms. Richardson resigned from the Board of Directors, effective February 15, 2018. The amount listed in Column (b) represents (i) a cash retainer of $15,357 for service as a non-employee director from January 1, 2018 through February 15, 2018 and (ii) a cash retainer of $1,408 for service on the Audit Committee from January 1 through February 15, 2018.

Ms. Russo retired from the Board of Directors, effective May 16, 2018. The amount listed in Column (b) represents (i) a cash retainer of $45,161 for service as a non-employee director from January 1 through May 16, 2018, (ii) a cash retainer of $6,210 for service as Chair of the Governance and Nominating Committee from January 1 through May 16, 2018 and (iii) cash fees of $4,500 for meetings in excess of regularly scheduled meetings from January 1 through May 16, 2018.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2018, (ii) a cash retainer of $27,500 for service as Chair of the Audit Committee during 2018 and (iii) cash fees of $18,000 for meetings in excess of regularly scheduled meetings during 2018. The amount listed in Column (c) represents an annual equity award of 8,296 deferred restricted share units granted on May 18, 2018.

2019 Proxy Statement

Director Compensation (continued)

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2019 Proxy Statement

Corporate Governance

Arconic 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:

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. Each year we seek opportunities to meet with, and receive input from, our shareholders, and we intend to continue to seek such opportunities in the future.

Proxy Access

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

Shareholders’ Right to Call Special Meetings

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

Shareholders’ Action by Written Consent

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

Annual Election of Directors

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

No Supermajority Voting Requirements

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

Delaware Corporation

The Company is incorporated in Delaware, a leading jurisdiction with a comprehensive and coherent set of corporate laws that are responsive to the evolving legal and business needs of corporations.

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. Arconic’s independent Lead Director has a clear mandate and significant authority and responsibilities, which are described below and in our Board-approved Corporate Governance Guidelines.

Prohibition against Short Sales, Hedging, Margin Accounts and Pledging

Our Insider Trading Policy contains restrictions that, among other things:

•

prohibit short sales of Arconic securities and derivative or speculative transactions in Arconic securities;

•

prohibit the 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 Arconic securities; and

•

prohibit directors and executive officers from holding Arconic securities in margin accounts or pledging Arconic securities as collateral.

Commitment to Sustainability

The Company is committed to operating sustainably in the communities in which we do business.

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2019 Proxy Statement

Corporate Governance (continued)

The Structure and Role of the Board of Directors

Board Leadership Structure

The Company’s current Board leadership structure comprises a combined Chairman of the Board and Chief Executive Officer, an independent director serving as the Lead Director, and strong, active independent directors. The Board will continue to exercise its judgment under the circumstances at the time to evaluate the Board leadership structure that the Board believes will provide effective leadership, oversight and direction, while optimizing the functioning of both the Board and management and facilitating effective communication between the two. 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 Chairman and Chief Executive Officer is able to draw on his detailed knowledge of the Company to provide the Board, in coordination with the 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.

The Board believes that it is in the best interest of the Company and its shareholders for Mr. 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 as set forth below.

Our independent Lead Director has
substantial
responsibilities.

Our Lead Director:

•

Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

•

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;

•

Reviews and approves meeting agendas and schedules for the Board;

•

Ensures personal availability for consultation and communication with independent directors and with the Chairman, as appropriate;

•

Calls executive sessions of the Board;

•

Calls special meetings of the independent directors, as the Lead Director may deem to be appropriate; and

•

In his capacity as Chair of the Governance and Nominating Committee, oversees the Board’s self-evaluation process.

Arthur D. Collins, Jr. is our current Lead Director. Mr. Collins’s strength in leading the Board is complemented by his depth of experience in Board matters ranging from his service on the Company’s Compensation and Benefits Committee (including as Chair from November 2016 to February 2019) and Governance and Nominating Committee (including as Chair since February 2019) to his memberships on other company boards. On March 4, 2019, Mr. Collins announced his intention not to stand for re-election and to retire from the Board, effective as of the date of the 2019 Annual Meeting. The Board intends to elect a new independent Lead Director at its first meeting following the 2019 Annual Meeting.

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2019 Proxy Statement

Corporate Governance (continued)

Shareholders’ interests are protected by effective and independent oversight of management:

•

10 of our 12 current directors—and 8 of the 10 director nominees—are independent as defined by the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s Director Independence Standards.

•

Each of the Board’s key standing committees—the Audit Committee, the Compensation and Benefits Committee, the Finance Committee and the Governance and Nominating Committee—is composed solely of independent directors.

•

Our independent directors meet at every regular meeting in executive session without management or the Chairman and Chief Executive Officer or the President and Chief Operating Officer present. These meetings are led by the Lead Director.

The Company’s
corporate
governance
practices and
policies are
designed to
protect
shareholders’
long-term interests.

The Board’s Role in Risk Oversight

The Board of Directors is actively engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account, among other considerations, the Company’s risk profile and exposures. It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board has oversight responsibility of the processes established to report and monitor material risks applicable to the Company. The Board annually reviews the Company’s enterprise risk management and receives regular updates on risk exposures.

The Board as a whole has responsibility for risk oversight, including succession planning relating to the Chief Executive Officer (“CEO”) and risks relating to the competitive landscape, strategy, economic conditions, capital requirements, and operations of the Company. The committees of the Board also oversee the Company’s risk profile and exposures relating to matters within the scope of their authority. The Board regularly receives detailed reports from the committees regarding risk oversight in their areas of responsibility.

The Audit Committee regularly reviews treasury risks (including those relating to cash generation, liquidity, insurance, credit, debt, interest rates and foreign currency exchange rates), financial accounting and reporting risks, legal and compliance risks, and risks relating to information technology including cybersecurity, tax matters, asset impairments, contingencies, and internal controls.

The Cybersecurity Advisory Subcommittee was established by the Audit Committee to assist the Audit Committee in fulfilling its responsibility of reviewing the Company’s enterprise risk relating to cybersecurity.

The Compensation and Benefits Committee considers risks related to the attraction and retention of talent, and the design of compensation programs and incentive arrangements. The Company has determined that it is not reasonably likely that risks arising from compensation and benefit plans would have a material adverse effect on the Company. See “Conservative Compensation Risk Profile” on page 47.

The Finance Committee reviews and provides advice to the Board regarding financial matters, including the Company’s capital structure, capital allocation, financial exposures, capital plan, significant transactions such as acquisitions and divestitures, and the investment performance and funding of the Company’s retirement plans, and the risks relating to such matters.

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2019 Proxy Statement

Corporate Governance (continued)

The Governance and Nominating Committee considers risks related to corporate governance, and oversees succession planning for the Board of Directors, the structure and function of the Board, and the appropriate assignment of directors to the Board committees for risk oversight and other areas of responsibilities.

Director Qualifications, Board Diversity and Board Tenure

Our directors have a broad range of experience that spans different industries, including the aerospace, automotive and finance sectors. Directors bring to our Board a variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of our shareholders. As described in the director biographies in “Item 1 Election of Directors,” directors bring to our Board attributes and skills that include those listed below:

Director Attributes and Skills

•

Leadership Experience

•

International Experience

•

Finance and Capital Allocation Experience

•

Automotive Industry Experience

•

Aerospace Industry Experience

•

Risk Management Expertise

•

Manufacturing/Industrial Experience

•

Defense Industry Experience

•

Technology/Innovation Expertise

•

Corporate Governance Expertise

•

Engineering Expertise

•

Information Technology Experience

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2019 Proxy Statement

Corporate Governance (continued)

Our policy on Board diversity relates to the selection of nominees for the Board. Our policy provides that while diversity and variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the Governance and Nominating Committee focuses on skills, expertise and background that would complement the existing Board, recognizing that the Company’s businesses and operations are diverse and global in nature.

The following chart shows the tenure of the directors on our Board following the 2019 Annual Meeting of Shareholders, assuming that all of the director nominees are elected to new

terms. The board tenure provides a mix of fresh perspectives and Company experience, which contributes to a rich dialogue representing a range of viewpoints.

Board Meetings and Attendance

The Board met 14 times in 2018. The number of Board committee meetings can be found below in “—Committees of the Board.” Attendance by incumbent directors at Board and committee meetings averaged 97%. Each incumbent director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2018 (or, in the case of Ms. Alving, who joined the Board in May 2018, 75% or more of the aggregate of all such meetings after joining the Board).

Under Arconic’s Corporate Governance Guidelines, all directors are expected to attend the annual meeting of shareholders. Twelve out of the then-thirteen members of the Board, including all incumbent directors, attended the Company’s 2018 annual meeting. In addition to Board meetings, directors visit Arconic business operations to deepen their understanding of the Company and interact with on-site employees. In addition, new directors receive an orientation that includes meetings with key members of management and visits to Company facilities.

Board, Committee and Director Evaluations

The Board of Directors annually assesses the effectiveness of the full Board, the operations of its committees and the contributions of director nominees. The Governance and Nominating Committee oversees the evaluation of the Board as a whole and its committees, as well as individual evaluations of those directors who are being considered for possible re-nomination to the Board.

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2019 Proxy Statement

Corporate Governance (continued)

Committees of the Board

There are four standing committees of the Board and one subcommittee of the Audit Committee. The Board has adopted written charters for each committee and subcommittee, which are available on our website at http://www.arconic.com under “Investors—Corporate Governance—Committees.”

The table below sets forth the standing Board committees and subcommittee and the members of each as of March 15, 2019. Each of the Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees is composed solely of directors who have been determined by the Board of Directors to be independent in accordance with Securities and Exchange Commission (“SEC”) regulations, NYSE listing standards and the Company’s Director Independence Standards (including the heightened independence standards for members of the Audit and Compensation and Benefits Committees).

Audit

Cybersecurity
Advisory
Committee of the
Audit Committee

Compensation
and Benefits

Finance

Governance
and
Nominating

James F. Albaugh*

Amy E. Alving*

Chair

Christopher L. Ayers*

Arthur D. Collins, Jr.*

Chair

Elmer L. Doty

Rajiv L. Gupta*

Chair

David P. Hess*

Sean O. Mahoney*

Chair

David J. Miller*

E. Stanley O’Neal*

John C. Plant

Ulrich R. Schmidt*

Chair

2018 Committee Meetings1

Independent Director

The Board as a whole held 14 meetings in 2018.

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2019 Proxy Statement

Corporate Governance (continued)

COMMITTEE

RESPONSIBILITIES

~~Reasons for Reincorporation in Delaware~~

Audit Committee

•

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

~~Changes to the Business~~

Each member of the ~~Company~~Audit Committee is financially literate, and the Board of Directors has determined that each member qualifies as ~~a Result of the Reincorporation~~

9an “audit committee financial expert” under applicable SEC rules.

~~Mechanics of the Reincorporation~~

Cybersecurity Advisory Subcommittee

•

Assists the Audit Committee in regularly reviewing the state of the Company’s cybersecurity

•

Regularly brings cybersecurity developments or issues to the attention of the Audit Committee and the Board

~~Shares Held in Book-Entry~~

Compensation and ~~Through a Bank, Broker or Other Nominee~~Benefits Committee

•

Establishes the Chief Executive Officer’s compensation for Board ratification, 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)

~~Effective Time~~

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.

~~Effect on Preferred Stock and Convertible Notes~~

Finance Committee

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 repurchase and dividend programs;

•

policies relating to interest rate, commodity and currency hedging; and

•

employee retirement plan performance and funding.

~~Preferred Stock~~

Governance and Nominating Committee

~~Convertible Notes~~•

~~Effect on Dividends~~

~~Comparison of Corporate Laws~~Identifies individuals qualified to become Board members and ~~Governance Between Arconic Pennsylvania~~recommends them to the full Board for consideration, including evaluating all potential candidates, whether initially recommended by management, other Board members or shareholders

•

Reviews and ~~Arconic Delaware~~

~~Interest of Certain Persons in Matters~~makes recommendations to ~~be Acted Upon~~

~~Reservation of Right to Delay or Abandon~~ the ~~Reincorporation~~

~~Vote Required~~

~~Dissenters’ Appraisal Rights~~

~~General~~

~~Fair Value~~

~~Notice of Intention to Dissent~~

~~Notice to Demand Payment~~

~~Failure to Comply with Notice to Demand Payment~~

~~Payment of Fair Value of Shares~~

~~Estimate by Dissenter of Fair Value of Shares~~

~~Valuation Proceeding~~

~~Costs~~Board regarding the appropriate structure and ~~Expenses~~

~~Material U.S. Federal Income Tax Consequences~~operations of the ~~Reincorporation~~Board and Board committees

•

Makes recommendations to the Board regarding Board committee assignments

•

Develops and annually reviews corporate governance guidelines for the Company, and oversees other corporate governance matters

•

Reviews related person transactions

~~STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS~~•

~~STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS~~

~~FORWARD-LOOKING STATEMENTS~~

~~OTHER BUSINESS~~

~~SHAREHOLDER PROPOSALS AND NOMINATIONS OF DIRECTOR CANDIDATES~~

~~WHERE YOU CAN FIND MORE INFORMATION~~

~~EXHIBIT A — Form of 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~~Oversees an annual performance review of the ~~Pennsylvania Business Corporation Law~~Board, Board committees and individual director nominees

•

Periodically reviews and makes recommendations to the Board regarding director compensation

~~D-1~~

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2019 Proxy Statement

Corporate Governance (continued)

Voting for Directors

Arconic’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 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.

Communications with Directors

The Board of Directors is committed to meaningful engagement with Arconic shareholders and welcomes input and suggestions. Shareholders and other interested parties wishing to contact the Lead Director or the non-management directors as a group may do so by sending a written communication to the attention of the Lead Director c/o Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue,
New York, NY ~~10022-4608~~

~~ABOUT THIS PROXY STATEMENT~~

~~Purpose~~

~~This proxy statement is being furnished by~~10022-4608. To communicate issues or complaints regarding questionable accounting, internal accounting controls or auditing matters, send a written communication to the Audit Committee c/o Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. Alternatively, you may place an anonymous, confidential, toll free call in the United States to Arconic’s Integrity Line at 855-585-8256. For a ~~Pennsylvania corporation (‘‘Arconic,’’ ‘‘Arconic Pennsylvania’’ or, prior~~listing of Integrity Line telephone numbers outside the United States, go to http://www.arconic.com under “Who We Are—How We Work—Ethics and Compliance.”

Communications addressed to the ~~Reincorporation,~~Board or to a Board member are distributed to the ~~‘‘Company’’)~~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 its 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 Messrs. Doty and Plant, who are employed by the Company and therefore do 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 Messrs. Doty’s and Plant’s employment.

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2019 Proxy Statement

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 Arconic executive officers (except employment of an Arconic executive officer that is an immediate family member of another Arconic 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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2019 Proxy Statement

Corporate Governance (continued)

Transactions with Related Persons in 2018

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 ~~solicitation~~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

During 2018, the Compensation and Benefits Committee continued its retention of Pay Governance LLC as its independent compensation consultant. See “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy and Design—Compensation Decision-Making Process—Use of Independent Compensation Consultant.” The committee assessed Pay Governance’s independence and found no conflict of interest. In its assessment, the committee took into account the following factors:

•

Pay Governance provides no other services to the Company;

•

the amount of fees received from the Company by Pay Governance as a percentage of Pay Governance’s total revenue;

•

the policies and procedures that Pay Governance has in place to prevent conflicts of interest;

•

any business or personal relationships between the consultant(s) at Pay Governance performing consulting services and any Compensation and Benefits Committee members or any executive officer; and

•

any ownership of Company stock by the consultant(s).

In addition, during 2018, the Governance and Nominating Committee continued to retain Pearl Meyer & Partners to provide consultation services regarding non-employee director compensation. The committee did not find any conflict of interest with Pearl Meyer and considered the following factors in its determination:

•

Pearl Meyer provides no other services to the Company;

•

the amount of fees received from the Company by Pearl Meyer as a percentage of Pearl Meyer’s total revenue;

•

the policies and procedures that Pearl Meyer has in place to prevent conflicts of interest;

•

any business or personal relationships between the consultant(s) at Pearl Meyer performing consulting services and any Board members or any executive officer; and

•

any ownership of Company stock by the consultant(s).

Corporate Governance Materials Available on Arconic’s Website

The following documents, as well as additional corporate governance information and materials, are available on our website at http://www.arconic.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

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2019 Proxy Statement

Corporate Governance (continued)

•

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

•

Hiring Members (or Former Members) of Independent Public Auditors

•

Human Rights Policy

•

Insider Trading Policy

•

Political Contributions

•

Related Person Transaction Approval Policy

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

•

Charters of each of our Board committees and subcommittee

Copies of these documents are also available in print form at no charge by sending a request to Arconic Inc., Corporate Communications, 201 Isabella Street, Pittsburgh, PA 15212-5858.

Information on our website 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.

Business Conduct Policies and Code of Ethics

The Company’s Business Conduct Policies, which have been in place for many years, apply equally to the directors and to all officers and employees of the Company, as well as those of our controlled subsidiaries, affiliates and joint ventures. The directors and employees in positions to make discretionary decisions are surveyed annually regarding their compliance with the policies.

The Company also has a Code of Ethics applicable to the CEO, CFO and other financial professionals, including the principal accounting officer, and those subject to it are surveyed annually for compliance with it. 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.arconic.com. To date, no such amendments have been made or waivers granted.

Recovery of Incentive Compensation

The Board of Directors adopted the following policy in 2006:

If the Board learns of ~~proxies~~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 Arconic Inc. 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 2009 Alcoa Stock Incentive Plan, the 2013 Arconic Stock Incentive Plan, as Amended and Restated, the Incentive Compensation Plan for annual cash incentives and the Arconic Internal Revenue Code Section 162(m) Compliant Annual Cash Incentive Compensation Plan each incorporate the terms of this policy.

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2019 Proxy Statement

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities with the SEC within specified periods. Due to the complexity of the reporting rules, the Company undertakes to file such reports on behalf of its directors and executive officers and has instituted procedures to assist them with these obligations. Based solely on a review of filings with the SEC and written representations from the Company’s directors and executive officers, the Company believes that in 2018 all of its directors and executive officers filed the required reports on a timely basis under Section 16(a), with the exception of (i) director David P. Hess, who filed a late Form 4 on March 22, 2018, reporting the grant of restricted share units on January 22, 2018; (ii) Vice President and Controller W. Paul Myron, who filed a late Form 4 on May 23, 2018, reporting the grant of restricted share units on May 16, 2018; and (iii) Executive Vice President, Chief Legal Officer and Secretary Katherine H. Ramundo, who filed a late Form 4 on May 23, 2018, reporting the grant of restricted share units on May 16, 2018. The untimeliness of each of the foregoing Form 4s was due to administrative error by the Company.

Arconic Stock Ownership

Stock Ownership of Certain Beneficial Owners

The following table sets forth certain information about each person or entity known to us to be ~~voted at our special meeting~~the beneficial owner of shareholders to be held on [ ], 2017, at [ ], local time, at [ ], and at any adjournment or postponement thereof. The holders of recordmore than five percent of Arconic common stock, ~~par~~based on filings made under Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934, as amended.

Name and Address of Beneficial Owner

Title of Class

Amount and Nature
of
Beneficial
Ownership (#)

Percent
of Class1

Elliott Associates, L.P.
   c/o Elliott Management Corporation
   40 West 57th Street
   New York, NY 10019

Common Stock

51,102,1332

11.28%

Elliott International, L.P.
   c/o Maples & Calder
   P.O. Box 309
   Ugland House, South Church Street George Town
   Cayman Islands, British West Indies

Elliott International Capital Advisors Inc.
40 West 57th Street
New York, NY 10019

The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355

Common Stock

45,618,6243

10.07%

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

Common Stock

35,102,9814

7.75%

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2019 Proxy Statement

Arconic Stock Ownership (continued)

Name and Address of Beneficial Owner

Title of Class

Amount and Nature
of
Beneficial
Ownership (#)

Percent
of Class1

Orbis Investment Management Limited
   Orbis House
   25 Front Street
   Hamilton, Bermuda HM11

Common Stock

28,884,7165

6.38%

Orbis Investment Management (U.S.), L.P.
600 Montgomery Street, Suite 3800
San Francisco, CA 94111

First Pacific Advisors, LP
J. Richard Atwood
Steven T. Romick
11601 Wilshire Blvd., Suite 1200
Los Angeles, CA 90025

Common Stock

26,188,4516

5.78%

Based on shares outstanding on March 15, 2019.

As of December 19, 2017: As reported in a Schedule 13D amendment dated December 20, 2017, Elliott Associates L.P. had sole power to vote and dispose of 16,352,683 shares; Elliott International, L.P. had shared power to vote and dispose of 34,749,450 shares; and Elliott International Capital Advisors Inc. had shared power to vote and dispose of 34,749,450 shares. In addition, these Elliott entities collectively had economic exposure comparable to approximately 1.5% of the shares of common stock outstanding pursuant to certain derivative agreements disclosed in the Schedule 13D amendment.

In a Schedule 13G amendment dated February 11, 2019, The Vanguard Group, an investment adviser, reported that, as of December 31, 2018, it had sole power to vote or direct to vote 502,612 shares, sole power to dispose or direct the disposition of 45,018,131 shares, shared power to vote or direct to vote 106,439 shares, and shared power to dispose or direct the disposition of 600,493 shares.

In a Schedule 13G amendment dated February 8, 2019, BlackRock, Inc., a parent holding company, reported that, as of December 31, 2018, it had sole power to vote or direct to vote 31,562,259 shares, sole power to dispose or direct the disposition of 35,102,981 shares, and no shared voting or dispositive power.

In a Schedule 13G amendment dated February 13, 2019, Orbis Investment Management Limited and Orbis Investment Management (U.S.), L.P. reported that, as of December 31, 2018, they may be deemed to constitute a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and as such they had sole power to vote or direct to vote 28,884,716 shares, sole power to dispose or direct the disposition of 28,884,716 shares, and no shared voting or dispositive power.

In a Schedule 13G dated February 11, 2019, First Pacific Advisors, LP (“FPA”), an investment adviser, and J. Richard Atwood and Steven T. Romick, each a controlling person of FPA, reported that, as of December 31, 2018, they had shared power to vote or direct the vote of 26,188,451 shares, shared power to dispose or direct the disposition of 26,188,451 shares, and no sole voting or dispositive power.

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2019 Proxy Statement

Arconic Stock Ownership (continued)

Stock Ownership of Directors and Executive Officers

The following table shows the ownership of Arconic common stock, deferred share units, and deferred restricted share units, as of March 15, 2019, by each director, each of the named executive officers, and all directors and executive officers (serving as of March 15, 2019) as a group.

Deferred share units provide holders with the same economic interest as if they own Arconic common stock. Upon a holder’s separation from the Company, the deferred share units are settled in cash at a value ~~$1.00~~equivalent to the then-prevailing market value of our common stock.

Each Arconic deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of Arconic common stock upon settlement. Deferred amounts are paid either in a lump sum or installments, as elected by the director, upon retirement from the Board.

Name of Beneficial Owner	Shares of Common Stock1		Deferred Share Units2			Deferred Restricted Share Units3		Total
Directors
James F. Albaugh		5,000		—			12,705		17,705
Amy E. Alving		2,026		—			11,483		13,509
Christopher L. Ayers		7,501		—	��		22,462		29,963
Arthur D. Collins, Jr.		16,666		67,972			28,516		113,154
Elmer L. Doty		6,0004		—			397,705		403,705
Rajiv L. Gupta		—		—			15,817		15,817
Sean O. Mahoney		—		7,391			24,239		31,630
David J. Miller		—		—			10,184		10,184
E. Stanley O’Neal		—		46,755			28,326		75,081
John C. Plant		220,0005		3,634			1,028,282		1,251,916
Ulrich R. Schmidt		5,333		3,450			15,817		24,600
Named Executive Officers
Kenneth J. Giacobbe		77,568		—			—		77,568
Timothy D. Myers		85,949		17,451			—		103,400
Katherine H. Ramundo		33,734		—			—		33,734
Charles P. Blankenship		99,394		—			—		99,394
David P. Hess*		75,5256		—			99,920		175,445
Mark J. Krakowiak		—		—			—		—
Eric V. Roegner		72,506		—			—		72,506
All Directors and Executive Officers as a Group (17 individuals)		614,770		146,653			1,695,456		2,456,869

Also serves as a director

This column shows beneficial ownership of Arconic common stock as calculated under SEC rules. Unless otherwise noted, each director and named executive officer has sole voting and investment power over the shares of Arconic common stock reported. None of the shares are subject to pledge. This column includes shares held of record, shares held by a bank, broker or nominee for the person’s account, shares held through family trust arrangements, and for executive officers, share equivalent units held in the Arconic Retirement Savings Plan which confer voting rights through the plan trustee with respect to shares of Arconic common stock. This column also includes shares of Arconic common stock that may be acquired under employee stock options that are exercisable as of March 15, 2019 or will become exercisable within 60 days after March 15, 2019 as follows: Mr. Giacobbe (47,721); Mr. Myers (52,636); Ms. Ramundo (33,734); Mr. Blankenship (57,884); and all executive officers as a group (170,966). No awards of stock options have been made to non-employee directors. As of March 15, 2019, individual directors and executive officers, as well as all directors and executive officers as a group, beneficially owned less than 1% of the outstanding shares of common stock.

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Arconic Stock Ownership (continued)

share equivalent unit tracks the economic performance of one share of Arconic common stock and is fully vested upon grant, but does not have voting rights.

This column lists deferred restricted share units issued under the 2013 Arconic Stock Incentive Plan, as Amended and Restated. Each deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of Arconic common stock upon settlement. The annual deferred restricted share units to directors vest on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date, subject to continued service through the vesting date (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting provisions apply in the event of a director’s termination of service for any other reason). Deferred restricted share units granted in lieu of cash compensation pursuant to a director’s deferral election are fully vested at grant.

Held by a revocable trust of which Mr. Doty and his spouse are trustees and beneficiaries.

Held by a trust of which Mr. Plant is the trustee and a beneficiary.

Includes 44,166 shares held by a revocable trust, of which Mr. Hess and his spouse are trustees and beneficiaries, and 2,666 shares held by a charitable remainder unitrust, of which Mr. Hess and his spouse are trustees and beneficiaries.

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2019 Proxy Statement

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 2019. 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 at 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 2019.

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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 2018 (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 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 Section 404 of the Sarbanes-Oxley Act, 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 Vice President—Internal Audit 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, and meets separately twice a year with the Chief Ethics and Compliance 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 GAAP, including those described in Auditing Standards No. 16, “Communication with Audit Committees”, as adopted by the PCAOB. 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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2019 Proxy Statement

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, 2018, for filing with the Securities and Exchange Commission. 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 2019.

The Audit Committee
Ulrich R. Schmidt, Chair
Christopher L. Ayers
David P. Hess
Sean O. Mahoney
E. Stanley O’Neal

February 12, 2019

Audit and Non-Audit Fees

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

	2018			2017
Audit Fees		$	9.0		$	10.2
Audit-Related Fees		$	2.0		$	0.1
Tax Fees		$	0.1		$	0.1
All Other Fees		$	0.0		$	0.0

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.” All services set forth in the table above were approved by the Audit Committee before being rendered.

Audit Fees include the base audit fee, effects of foreign currency exchange rates on the base audit fee, and scope adjustments to the base audit requirements. The decrease in audit fees from 2017 to 2018 was principally due to changes in statutory auditors, partially offset by non-recurring audit work.

Audit-Related Fees include due diligence and audit services for divestitures and agreed-upon or expanded audit procedures for accounting or regulatory requirements. The increase in audit-related fees from 2017 to 2018 was principally due to services for potential transactions.

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 benchmarking services across a number of Arconic entities.

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2019 Proxy Statement

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 executive compensation programs and policies and the resulting 2018 compensation of the individuals listed in the “2018 Summary Compensation Table” on page 54 (our “named executive officers”), 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 2020 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 (the “Committee”) has:

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

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 2019 Annual Meeting of Shareholders.

The Compensation and Benefits Committee
Rajiv L. Gupta, Chair
James F. Albaugh
Amy E. Alving
Arthur D. Collins, Jr.

March 5, 2019

2019 Proxy Statement

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 2018 and the related decisions made by the Compensation and Benefits Committee (the “Compensation Committee”). For 2018, our NEOs are:

	Kenneth J. Giacobbe			Executive Vice President and Chief Financial Officer
	Timothy D. Myers			Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions
	Katherine H. Ramundo			Executive Vice President, Chief Legal Officer and Secretary
	Charles P. “Chip” Blankenship			Former Chief Executive Officer
	David P. Hess			Former Interim Chief Executive Officer
	Mark J. Krakowiak			Former Executive Vice President, Strategy and Development
	Eric V. Roegner			Former Executive Vice President and Group President, Engineered Products and Solutions

Key Compensation Practices

We are committed to executive compensation practices that drive performance, mitigate risk and align the interests of our leadership team with the interests of our shareholders. Below is a summary of our best practices in 2018.

	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. ✓ Cancellation of Unvested Equity Awards Upon Termination of Employment—Unvested equity awards are generally forfeited upon termination of employment, other than in connection with disability, death or change-in-control, or if retirement-eligible. ✓ 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 Investors—We engage with investors 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 Arconic. ✓ 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 Arconic 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, Arconic securities by our directors, officers or employees. Directors and certain officers are also prohibited from pledging Arconic 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 limit the perquisites we pay to our NEOs to those that serve reasonable business purposes.

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Executive Compensation — Compensation Discussion and Analysis (continued)

Executive Summary

Our Business

Arconic is a global leader in lightweight metals engineering and manufacturing. Arconic’s innovative, multi-material products, which include aluminum, titanium, and nickel, are used worldwide in aerospace, automotive, commercial transportation, packaging, building and construction, defense, and industrial applications.

Arconic is a global company operating in 18 countries and our operations consist of three worldwide reportable segments: Engineered Products and Solutions (EP&S), Global Rolled Products (GRP), and Transportation and Construction Solutions (TCS). We refer to these segments in this CD&A as our business groups.

Arconic was previously named Alcoa Inc. and changed its name following its separation from Alcoa Corporation in November 2016. On December 31, 2017, Arconic effected the change of its jurisdiction of incorporation from Pennsylvania to Delaware.

Leadership Team Transitions

Effective as of February 6, 2019, Chairman of the Board John C. Plant was appointed Chairman and Chief Executive Officer (CEO), succeeding Chip Blankenship as CEO. In addition, board member Elmer L. Doty was appointed to serve as President and Chief Operating Officer (COO). Mr. Blankenship had been appointed as CEO of Arconic on January 15, 2018 and had replaced David P. Hess who stepped down as Interim CEO but remained a board member.

Other management changes included the February 2019 departure of Mark J. Krakowiak, then Executive Vice President, Strategy and Development, and the resignation of Eric V. Roegner as Executive Vice President and Group President, EP&S in April 2018. The presidents of the three business units comprising EP&S—Arconic Engineered Structures, Arconic Engines, and Arconic Fastening Systems—currently report directly to Mr. Doty.

Investor Feedback and Implementation of 2018 Compensation Strategy

With 95% of the votes cast at the 2018 annual meeting of shareholders in favor of our say-on-pay proposal, our investors reinforced their support of our compensation philosophy and design. Arconic also solicits feedback from investors on a regular basis throughout the year. Investor engagement offers us an opportunity to obtain investor comments and insights related to investors’ policies and views on executive compensation and corporate governance matters. Arconic management and the Compensation Committee take into consideration investor feedback when it reviews annually the best practices of comparable companies with respect to compensation design and mix, short-term and long-term performance metrics, long-term incentive mix by award type, performance periods, vesting provisions, short-term and long-term incentive payout history, and stock ownership guidelines. Overall, in 2018, there was positive investor feedback to the significant changes to our executive compensation practices that were made in 2017, including (1) the application of a three-year performance period for performance restricted share units (RSUs); (2) the addition of a return metric (return on net assets) for

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2019 Proxy Statement

Executive Compensation — Compensation Discussion and Analysis (continued)

performance RSUs; and (3) the addition of a relative total shareholder return (TSR) multiplier for performance RSUs. The Compensation Committee took into consideration this feedback and additional factors when making compensation decisions for 2018, including as follows:

2018 Company Performance

Arconic’s revenue in 2018 was $14.0 billion, up 8% year over year, driven by higher volumes across all business segments; higher aluminum prices and favorable product mix primarily in the Global Rolled Products segment; and favorable foreign currency movements; partially offset by a decline in volumes in the industrial gas turbine end market; lower sales from the divestitures of the Latin America extrusions business (divested in April 2018) and the rolling mill in Fusina, Italy (divested in March 2017); the ramp-down of Arconic’s North American packaging operations; and costs related to settlements of certain customer claims primarily related to new product introductions.

Net income in 2018 was $642 million, or $1.30 per diluted share, versus a net loss of $74 million, or $0.28 per share, ~~(‘‘~~in 2017. Net income excluding special items in 2018 was $676 million, or $1.36 per share, versus $618 million, or $1.22 per share, in 2017. Operating income in 2018 was $1.3 billion versus $480 million in 2017. Operating income excluding special items in 2018 was $1.4 billion versus $1.5 billion in 2017, down 4%, as higher volumes were more than offset by unfavorable product pricing and mix and higher aluminum prices.

During the first quarter of 2018, Arconic completed the early redemption of its remaining outstanding 5.72% Notes due in 2019, with aggregate principal amount of $500 million, for $518 million in cash including accrued and unpaid interest. The Company ended the year with debt of $6.3 billion and cash on hand of $2.3 billion. In 2018, cash provided from operations was $217 million, cash used for financing activities was $649 million, and cash provided from investing activities was $565 million. Adjusted Free Cash Flow for the year was $465 million.

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Executive Compensation — Compensation Discussion and Analysis (continued)

Segment performance in 2018 included the following:

•

Engineered Products and Solutions revenue of $6.3 billion, up 6% year over year; segment operating profit of $891 million, down $73 million year over year; and segment operating margin of 14.1%, down 210 basis points year over year.

•

Global Rolled Products revenue of $5.6 billion, up 12% year over year; segment operating profit of $386 million, down $38 million year over year; and segment operating margin of 6.9%, down 160 basis points year over year, including a 100 basis point negative impact of higher aluminum prices.

•

Transportation and Construction Solutions revenue of $2.1 billion, up 6% year over year; segment operating profit of $304 million, up $14 million year over year; and segment operating margin of 14.3%, down 10 basis points year over year, including a 270 basis point negative impact of higher aluminum prices.

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.

2018 Incentive Compensation Results

Consistent with the Company’s pay-for-performance practices, a shortfall against targets in 2018 resulted in payouts that were well below target for annual incentive compensation and below target for long-term incentive compensation. The corporate annual incentive compensation plan had a payout of 18.5% based on 2018 performance against the targets set under the plan. One-third of the 2016 performance-based restricted share unit awards was earned at 55.5% based on performance against targets for the 2018 annual performance period. LTI performance-based restricted share unit awards granted since 2017 are based on three-year performance periods: 2017–2019 for the 2017 grant and 2018–2020 for the 2018 grant.

Compensation Philosophy and Design

Arconic’s executive compensation philosophy to provide pay for performance and shareholder alignment underlies our 2018 compensation structure, which is designed based on four guiding principles:

•

Make equity long-term incentive (LTI) compensation the most significant portion of total compensation for senior executives and managers, increasing the proportion of performance-based equity incentives with the level of responsibility.

•

Choose annual incentive compensation (IC) metrics and LTI metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance and that include a means to assess and motivate performance relative to peers.

•

Set annual IC and LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth.

•

Target total compensation at median of market, while using annual IC and LTI compensation to motivate performance and to attract and retain exceptional talent.

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Arconic’s 2018 Executive Compensation Design Relies on a Diversified Mix of Pay Elements

Compensation Type	Guiding Principle	Design/Structure
Base Salary	• Target total direct compensation, including base salary, at median of market to provide competitive pay	• For CEO compensation, including base pay, we used a custom peer group of 16 industrial companies of a similar size and in similar industries in which Arconic operates. For other executives, we used Willis Towers Watson survey data for companies heavily weighted towards industrials with revenues between $6 billion and $26 billion
Short-Term Annual Incentive Compensation	• Choose annual IC weighted metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance and that include a means to assess and motivate performance relative to peers • 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 measures contributing to the success of the Company	• NEO annual incentives are paid in cash and determined through a three-step performance measurement process: 1. Initial Threshold Performance Goal: Corporate and, as applicable, Group Performance Measures 2. Financial Goals: Weighted Metrics (0%–200% payout) 3. Individual NEO Performance: Individual Multiplier Applied to Attained Results (0%–150%) • Performance goals based on: 1. 50% on adjusted operating income to incentivize management to deliver profitable growth 2. 50% on controllable Free Cash Flow, emphasizing efficient allocation of capital
Long-Term Incentive Compensation	• Make LTI equity the most significant portion of total compensation for senior executives and managers, increasing the proportion of equity based on performance with the level of responsibility • Set LTI target grant levels in line with median among industry peers that are competitive to attract, retain and motivate executives and factor in individual performance and future potential for long-term retention • Choose LTI metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance and that include a means to assess and motivate performance relative to peers • Set LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth	• LTI grants of performance-based restricted share units are earned based on achievement of 3-year performance targets to emphasize long-term value creation • Stock options vest ratably over three years following the grant date and have value only to the extent of share price appreciation • To highlight Arconic’s focus on long-term capital efficiency and profitable growth: 1. 50% of 2018–2020 performance-based RSUs are based on return on net assets (RONA) 2. 25% of 2018–2020 performance-based RSUs are based on revenue growth 3. 25% of 2018–2020 performance-based RSUs are based on adjusted EBITDA margin • Measure performance relative to peers by applying a relative TSR multiplier at the end of the 2018–2020 performance period: 1. Up to -10% for TSR below median 2. Up to +10% for TSR above median (plan capped at 200% overall)

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The following shows the proportion of LTI awards granted in the form of performance-based awards to Mr. Blankenship, as well as the continuing NEOs, compared to the median proportion of LTI performance-based awards granted among our CEO peer group in 2018:

Our allocation of LTI compensation in the form of performance-based awards is consistently the highest percentage compared to the 16 companies in our CEO peer group, based on such companies’ prior year disclosures (see “CD&A— Comparator Peer Groups” for the list of the peers).

Challenging Payout Curves

The Compensation Committee has continued the practice of setting payout curves with a steep drop-off below target to incentivize hitting target and flatter curve above target so that higher payouts can only be earned with significant performance above target.

Under the 2018 annual cash IC plan:

•

earning 50% of the payout required performance at 95% of target for the adjusted operating income metric and 97% of target for the controllable free cash flow metric; and

•

earning 150% payout level required performance at 112% of target for the adjusted operating income metric and 117% of target for the controllable free cash flow metric.

Under the 2018 LTI plan (for the 2018 performance period applicable to the third tranche of the 2016 performance RSU grant):

•

earning 50% of the payout required performance at 87% of target for the RONA metric, 99% of target for the revenue metric, and 94% of target for the EBITDA margin metric; and

•

earning 150% of the payout required performance at 132% of target for the RONA metric, 104% of target for the revenue metric, and 117% of target for the EBITDA margin metric.

Investor Engagement and Benchmarking

We actively engage in compensation and governance-related discussions with investors throughout the year to obtain comments and insights that guide our executive compensation programs. Conversations with our investors’ governance and compensation professionals help us understand investor priorities and provide us with guidance on our compensation and governance practices. In 2018, we continued our ongoing dialogue with investors, holding meetings and calls with governance and compensation professionals at 18 of our largest 50 shareholders.

The Company also conducts an annual comparative study of the 16 companies in Arconic’s CEO peer group (see “CD&A—Comparator Peer Groups”). The study reviews compensation design and mix, short-term and long-term performance metrics, long-term incentive mix by award type, performance periods, vesting provisions, short-term and long-term incentive payout history, stock ownership guidelines and change-in-control provisions.

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The investor insights and results from the peer benchmarking study guided the Compensation Committee in the 2018 design of Arconic’s executive compensation programs and practices.

Compensation Decision-Making Process in 2018

Use of Independent Compensation Consultant. The Compensation Committee has authority under its charter to retain its own advisors, including compensation consultants. In 2018, the Compensation Committee directly retained Pay Governance LLC, which is independent and without conflicts of interest with the Company. See “Corporate Governance—Compensation Consultants” on page 30. Pay Governance provided advice, as requested by the Compensation Committee, on the amount and 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 advice on setting the CEO’s compensation. Pay Governance also provided advice on the CD&A in this proxy statement. We use comparative compensation data from the proxy statements of the CEO 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 Peer Groups and Tally Sheets. The Compensation Committee uses peer group data to determine the target compensation levels of our CEO and other NEOs. We aim to set target annual direct compensation of each of our NEOs at the median of the applicable peer group. 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 unit 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 and the equity LTI 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;

•

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

•

Restricting stock options to 20% of the value of equity awards to senior officers.

In addition, (i) no business unit has a compensation structure significantly different from that of other units 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. In 1994, the Board of Directors adopted resolutions creating the Strategic Risk Management Committee with oversight of hedging and derivative risks and a mandate to use such instruments to manage risk and not for speculative purposes. 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.

Tax Deductibility and our Incentive Compensation Plans. Section 162(m) of the Internal Revenue Code, as amended by the Tax Cuts and Jobs Act of 2017, restricts deductibility for federal income tax purposes of annual individual compensation in excess of $1 million paid to covered executive officers. Prior to the enactment of the Tax Cuts and Jobs Act of 2017, Section 162(m)’s deductibility limitation was subject to an exception for compensation that meets the requirements of “qualified performance-based compensation.” However, effective for tax years beginning after 2017, this exception has been eliminated, subject to limited transition relief that applies to certain written binding contracts which were in effect on

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November 2, 2017. Accordingly, for 2018 and later years, compensation in excess of $1 million paid to our covered NEOs generally will not be deductible and no assurances can be given that compensation payable under certain of our compensation programs which were intended to qualify for the performance-based exception will in fact be deductible.

As a general matter, while the Compensation Committee considers tax deductibility as one of several relevant factors in determining executive compensation, it retains the flexibility to approve compensation that is not deductible by Arconic for federal income tax purposes. Further, the Compensation Committee believes that a significant portion of our NEOs’ compensation should continue to be tied to Arconic’s performance, notwithstanding the elimination of the qualified performance-based compensation exception under Section 162(m).

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 Arconic until retirement. Our stock ownership guidelines require that the CEO retain equity equal in value to six times his base salary and that each of the other continuing NEOs retain equity equal in value to three times salary. Unlike many of our peers, we do not count any unvested or unexercised options, restricted share units, performance-based restricted share units or any 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 that vest after March 1, 2011, after deducting shares used to pay for the option exercise price and taxes. As of January 31, 2019, the continuing NEOs listed in the 2018 Summary Compensation Table—Messrs. Giacobbe and Myers and Ms. Ramundo—who were appointed to their respective positions within the past three years, had not yet met the guidelines.

No Short Sales, Derivative or Speculative Transactions, Hedging, or Pledging of Arconic Securities. Short sales of Arconic securities (a sale of securities which are not then owned) and derivative or speculative transactions in Arconic securities by our directors, officers and employees are prohibited. No director, officer or employee or any designee of such director, officer or employee is permitted to purchase or use 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 Arconic securities. Directors and officers subject to Section 16 of the Securities Exchange Act of 1934 are prohibited from holding Arconic securities in margin accounts, pledging Arconic securities as collateral, or maintaining an automatic rebalance feature in savings plans, deferred compensation plans or deferred fee plans.

Compensation Decisions

Analysis of 2018 Compensation Decisions

The Compensation Committee uses its business judgment to determine the appropriate compensation targets and awards for the NEOs, in addition to assessing several factors that include:

•

Market positioning based on peer group data (described below);

•

Individual, Group, and Corporate performance;

•

Complexity and importance of the role and responsibilities;

•

Aggressiveness of targets;

•

Contributions that positively impact the Company’s future performance;

•

Unanticipated events impacting target achievement;

•

Retention of key individuals in a competitive talent market; and

•

Leadership and growth potential.

Based on these factors, an individual multiplier between 0% and 150% is applied to each NEO IC award and equity grant target to reflect the Committee’s assessment of the individual’s 2018 performance.

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Comparator Peer Groups

To help determine 2018 total direct compensation for our former CEO, Mr. Blankenship, we used a peer group consisting of 16 companies. Pay Governance, the Compensation Committee’s independent compensation consultant, has reviewed and endorsed this peer group. The companies in the CEO peer group are:

	Arconic’s CEO Peer Group (for 2018 Pay Decisions)
	• BorgWarner Inc. • Cummins Inc. • Delphi Technologies • Eaton Corporation plc • Honeywell International Inc. • Illinois Tool Works Inc. • Ingersoll-Rand plc • L3 Technologies, Inc.				• Northrop Grumman Corporation • PACCAR Inc • Parker-Hannifin Corporation • Raytheon Company • Rockwell Collins, Inc. • Spirit AeroSystems Holdings, Inc. • Stanley Black & Decker, Inc. • Textron Inc.
	2018 Median Revenue: $14.535 billion

Arconic’s peer group used to make 2018 compensation decisions for executives other than the CEO consisted of companies heavily weighted towards industrials with revenues between $6 billion and $26 billion. See “Attachment B—Arconic Inc. Peer Group Companies for Market Information for 2018 Executive Compensation Decisions.”

The data from each of these peer groups described above is considered in establishing executive compensation targets and to ensure that Arconic provides and maintains compensation levels in line with the market, including similar companies, and to attract, retain and motivate employees.

2018 Base Salary and Target Annual Incentive Compensation Levels

Base salaries and target annual incentive compensation levels are designed to attract, motivate, reward and retain executive talent, as well as to align pay with performance. At the beginning of each fiscal year, the Compensation Committee determines each NEO’s targeted total cash compensation (salary and target incentive compensation), taking into consideration alignment to market data of industry peers.

2018 Annual Cash Incentive Compensation

Each of our NEOs, other than Mr. Hess, was eligible to participate in our corporate annual cash IC plan for 2018. The corporate annual cash IC plan for 2018 was designed to achieve operating goals set at the beginning of the year based on the financial measures set forth in the following table. Our payout of 18.5% was based on 2018 actual performance versus IC plan target.

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2018 Annual Cash Incentive Compensation Plan Design, Targets and Results

Financial Metric	Defined Corporate Level Payout Percentage							Result	% of Target	Weighting	Weighted Result
Financial Metric	0%	50%			100% (Target)	150%	200%	Result	% of Target	Weighting	Weighted Result
($in millions)
Adjusted Operating Income	$1,470		$	1,549	$1,627	$1,827	$2,027	$1,391	0.0%	50.0%	0.0%
Controllable Free Cash Flow	$1,382		$	1,426	$1,471	$1,716	$1,871	$1,415	37.0%	50.0%	18.5%
IC RESULT											18.5%

The Compensation Committee also took into account individual performance factors in setting each NEO’s annual IC payment. In addition, for Messrs. Myers and Roegner, who led business groups in 2018, the performance of the applicable business group factored into their annual cash IC award. See “CD&A—Individual Compensation Arrangements and Performance-Based Pay Decisions.”

See “Attachment C—Calculation of Financial Measures” for the reconciliations to the most directly comparable GAAP measures and management’s rationale for the non-GAAP financial measures used in this CD&A.

2018 Equity Awards: Stock Options and Performance-Based Restricted Share Units

Long-term stock incentives are performance-based. We grant long-term stock awards to NEOs to align their interests with those of shareholders, link their compensation to stock price performance over a multi-year period and support their retention. In January 2018, stock awards were made to all of the NEOs, excluding Mr. Hess in his role as Interim CEO and Mr. Krakowiak who joined the company after our grant date for annual awards (but who instead received a special sign-on equity award, as detailed below).

In general, we provide two types of annual equity awards to NEOs and our senior-most executives:

•

Approximately 20% of the grant date value of 2018 LTI equity awards for each of our NEOs is granted in the form of stock options. We believe that stock options further align our NEOs’ interests with those of our shareholders because the options have no value unless the stock price increases. Stock options vest ratably over a three-year period (one-third vests each year on the anniversary of the grant date) subject to continued employment (subject to certain exceptions) and have a ten-year term. We grant stock options to our NEOs at a fixed time every year, generally, as in 2018, on the date of the Board and Compensation Committee meetings in January. The exercise price of employee stock options is the closing price of our stock on the grant date, as reported on the New York Stock Exchange.

•

Approximately 80% of the grant date value of 2018 LTI equity awards for each of our NEOs was granted in the form of performance-based restricted share units.

Performance-based restricted share units support longer-term operational targets, which differ from the financial metrics in our IC plan. The awards granted in 2018 will be earned based on the performance metrics as follows (specific targets and results will be disclosed at the end of the 2018–2020 performance period):

[MISSING IMAGE: tv516712_tbl-payout2.jpg]

Total Shareholder Return defined as the change in stock price plus reinvested dividends expressed as a percentage, which will be measured from 12/31/2017 to 12/31/2020 and ranked after the 3-year period

Peer group of 16 industrial companies listed on page 49 (maximum total payout may not exceed 200%)

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2018 Performance Results for Performance-Based Restricted Share Units – 2016 Grant

Prior to 2017, performance-based restricted share unit awards were earned at the end of a three-year performance period based on the average of the annual payout percentages over the three-year period. Consequently, grants made in 2016 were still subject to the 2018 annual performance period, which represents the final one-third tranche of the 2016 grant. The results for the 2018 performance period of the 2016 grant were as follows:

Performance Metric	Payout Percentage					2018 Actual	Plan Result	Weighting	Payout Result
Performance Metric	0%	50%	100%	150%	200%	2018 Actual	Plan Result	Weighting	Payout Result
Revenue ($M)	$13,297 or below	$13,499	$13,700	$14,305	$14,507 or above	$14,076	131.0%	25%	32.8%
EBITDA Margin (%)	14.3% or below	15.2%	16.1%	18.8%	19.7% or above	14.0%	0.0%	25%	0.0%
RONA (%)	7.9% or below	9.3%	10.6%	14.0%	14.7% or above	9.1%	45.6%	50%	22.8%
							TOTAL	100%	55.5%

The 2016 grant, which vested in January 2019 after the three-year 2016–2018 performance period, was the last outstanding award to include an annual performance period, with the final one-third tranche subject to the 2018 annual performance period. LTI performance-based restricted share unit awards granted since 2017 are based on three-year performance periods: 2017–2019 for the 2017 grant and 2018–2020 for the 2018 grant.

Individual Compensation Arrangements and Performance-Based Pay Decisions

Executive Vice President and Chief Financial Officer – Kenneth J. Giacobbe

In January 2018, the Compensation Committee awarded Mr. Giacobbe performance share awards and stock options with a total grant-date value of $1,200,140, taking into consideration relevant peer company data and based on his individual performance in 2017. Eighty percent of the award ($960,089) was granted in the form of performance-based restricted share units, and 20% ($240,051) in stock options, which was in line with his target award. To better align his pay with those of industry peer companies and based on his individual performance review in 2017, Mr. Giacobbe received a base salary increase in 2018 of 3% over his then most current 2017 base salary. Despite continued strong individual performance and substantial contributions to the strategy review in 2018, Mr. Giacobbe’s annual IC award for 2018 of $94,813 was below target at 18.5%, which was based on the final Corporate IC plan total weighted result of 18.5%, as described above, and a corresponding 100% individual multiplier.

Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions – Timothy D. Myers

In January 2018, the Compensation Committee awarded Mr. Myers performance share awards and stock options with a total grant-date value of $1,320,225, taking into consideration relevant peer company data and based on his individual performance in 2017. Eighty percent of the award ($1,056,189) was granted in the form of performance-based restricted share units, and 20% ($264,036) in stock options, which was above the target award based on his strong performance leading the combined GRP and TCS groups in 2017. To better align his pay with those of industry peer companies and based on his individual performance review in 2017, Mr. Myers received a base salary increase in 2018 of 4% over his then most current 2017 base salary. Despite continued strong individual performance in 2018, Mr. Myers’ annual IC award for 2018 of $233,818 was below target at 43.1%. The award was based on the final Corporate (weighted at 40%) and combined TCS and GRP IC plan (weighted at 60%) totals of 18.5% and 59.4%, respectively, and a corresponding 100% individual multiplier.

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Executive Vice President, Chief Legal Officer and Secretary – Katherine H. Ramundo

In January 2018, the Compensation Committee awarded Ms. Ramundo performance share awards and stock options with a total grant-date value of $1,200,140, taking into consideration relevant peer company data and based on her individual performance in 2017. Eighty percent of the award ($960,089) was granted in the form of performance-based restricted share units, and 20% ($240,051) in stock options, which was in line with her target award. Ms. Ramundo has not received any base salary increase since her commencement of employment with Arconic in September 2016. Despite exceptional individual performance and substantial contributions to the strategy review in 2018, Ms. Ramundo’s annual IC award for 2018 of $101,750 was below target at 18.5%, which was based on the final Corporate IC plan total weighted result of 18.5%, as described above, and a corresponding 100% individual multiplier. In May 2018, Ms. Ramundo also received a special one-time retention equity award with a grant-date value of $1,000,095 in the form of RSUs, which will vest on December 31, 2019, subject to her continued employment with the Company. In light of the level of management turnover accompanying the CEO transition process and challenges of the strategy review that would be the focus of most of the year, along with the uncertainty created by the announcement of the pending relocation of the Company headquarters from New York where Ms. Ramundo is based, the Compensation Committee believed that it would be in the best interest of the Company to ensure that Ms. Ramundo remain incentivized to continue her employment with Arconic and to minimize distractions. Therefore, the Compensation Committee awarded Ms. Ramundo this retention award to help secure her services through this critical period in the history of the Company.

Former Chief Executive Officer–Charles P. Blankenship

On October 19, 2017, the Company entered into a letter agreement with Mr. Blankenship in connection with his appointment as Chief Executive Officer of the Company, which became effective on January 15, 2018 (the “Effective Date”). Pursuant to the letter agreement, Mr. Blankenship’s annual base salary was $1,250,000 and his target annual cash incentive compensation opportunity was 150% of his salary. He received a 2018 annual equity award with a grant date fair value of $8,500,138, which was issued on January 19, 2018. Eighty percent of the award ($6,800,104) was granted in the form of performance-based restricted share units, and 20% ($1,700,034) in stock options, which was in line with his target award taking into consideration relevant CEO peer group company data. In addition, Mr. Blankenship was paid a special sign-on cash bonus of $650,000 and granted special one-time equity awards of stock options with a grant date fair value of $4,000,030, vesting in full on the fourth anniversary of the grant date, as well as restricted share units with a grant date fair value of $3,000,242, vesting in full on the third anniversary of the grant date. The special one-time equity awards were issued on January 19, 2018 and were subject to his continued employment with the Company and the 50% holding requirement until stock ownership requirements are met. Pursuant to the letter agreement, Mr. Blankenship was also required to purchase shares of Arconic common ~~stock’’~~stock with an aggregate purchase price of $1,000,000 by June 30, 2018, which may not be disposed of until the earlier of (1) the date upon which he meets the stock ownership guidelines or (2) termination of employment. Following his separation from the Company on February 6, 2019, all unvested equity stock awards and stock options were forfeited and canceled, including his special one-time equity awards in their entirety and the majority of his January 2018 annual equity award (other than one-third of his 2018 annual stock option grant, which vested on January 19, 2019).

Under the terms of his letter agreement, Mr. Blankenship was eligible to participate in the Company’s Executive Severance Plan and Change in Control Severance Plan and that, for purposes of his participation in the Executive Severance Plan, a resignation by him for good reason (as defined in the letter agreement) would constitute a severance event. Mr. Blankenship also entered into a confidentiality, developments, non-competition and non-solicitation agreement attached to the letter agreement, 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.

Former Executive Vice President, Strategy and Development – Mark J. Krakowiak

Mr. Krakowiak commenced his employment at Arconic in his role as EVP, Strategy and Development, on January 29, 2018. Mr. Krakowiak did not receive any annual LTI award in 2018, having started after the annual grant date. However, pursuant to the terms in his offer letter, Mr. Krakowiak was entitled to a sign-on LTI equity award of $1,200,000 in the form of time-vested RSUs in two tranches, subject to continued employment at the time of each vesting tranche. The first tranche was in the amount of $700,107 and was granted on February 15, 2018, subject to ratable vesting over three years. The second tranche of

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$500,000 would have been granted one year thereafter in February 2019, subject to cliff vesting upon the second anniversary from the date of grant. He also received a one-time $500,000 cash sign-on bonus. Mr. Krakowiak’s annual IC award for 2018 of $64,348 was below target at 18.5%, which was based on the final Corporate IC plan total weighted result of 18.5%, as described above, and a corresponding 100% individual multiplier. Following his separation from the Company on February 8, 2019, the first tranche of Mr. Krakowiak’s sign-on LTI equity award was forfeited and canceled in its entirety and the second tranche was not granted.

Former Executive Vice President and Group President, Engineered Products and Solutions – Eric V. Roegner

In January 2018, the Compensation Committee awarded Mr. Roegner performance share awards and stock options with a total grant-date value of $1,200,140, taking into consideration relevant peer company data and based on his individual performance in 2017. Eighty percent of the award ($960,089) was granted in the form of performance-based restricted share units, and 20% ($240,051) in stock options, which was in line with his target award. To better align his pay with those of industry peer companies, Mr. Roegner received a base salary increase in 2018 of 5% over his then most current 2017 base salary. He received an amount below his target annual incentive compensation payment of $23,695, which was prorated through his separation from the Company in July 2018 and factored in the Corporate and EP&S Group payout results of 18.5% and 0% (weighted 40% and 60%), respectively, under the annual IC plan. As Mr. Roegner was not retirement-eligible at the time of his separation from the Company, any unvested equity stock awards and stock options were forfeited and canceled, including his January 2018 award in its entirety.

Former Interim CEO – David P. Hess

Mr. Hess served as Interim CEO at a monthly base salary rate of $91,667, which applied until the appointment of Mr. Blankenship as CEO on January 15, 2018. Mr. Hess was ineligible to participate in the Company’s IC plan in any year. All equity grants made to him in 2018 were awarded in his capacity as a Board member in accordance with our Director compensation program (see the “Director Compensation” section starting on page 15).

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Executive Compensation (continued)

2018 Summary Compensation Table

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)
Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer	2018		$	512,500	$0	$960,089	$240,051	$94,813	$0	$105,621	$1,913,074
	2017		$	493,333	$0	$1,348,867	$324,018	$357,987	$308,675	$324,571	$3,157,451
	2016		$	386,250	$0	$390,381	$0	$281,824	$149,741	$429,478	$1,637,674
Timothy D. Myers Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions	2018		$	542,500	$0	$1,056,189	$264,036	$233,818	$0	$57,120	$2,153,663
	2017		$	436,250	$0	$949,308	$228,052	$396,356	$516,994	$19,333	$2,546,293
Katherine H. Ramundo Executive Vice President, Chief Legal Officer and Secretary	2018		$	550,000	$0	$1,960,185	$240,051	$101,750	$0	$60,953	$2,912,938
	2017		$	550,000	$0	$999,226	$240,008	$381,755	$0	$54,498	$2,225,487
Chip Blankenship1 Former Chief Executive Officer	2018		$	1,204,710	$0	$9,800,346	$5,700,064	$0	$0	$952,087	$17,657,207
David P. Hess2 Former Interim Chief Executive Officer	2018		$	39,855	$0	$0	$0	$0	$0	$27,563	$67,418
David P. Hess2 Former Interim Chief Executive Officer	2017		$	802,669	$744,100	$3,019,240	$0	$0	$0	$170,764	$4,736,773
Mark J. Krakowiak3 Former Executive Vice President, Strategy and Development	2018		$	463,768	$0	$700,107	$0	$64,348	$0	$530,413	$1,758,636
Eric V. Roegner4 Former Executive Vice President and Group President, Engineered Products and Solutions	2018		$	320,208	$0	$960,089	$240,051	$23,695	$0	$1,219,858	$2,763,901
	2017		$	478,482	$0	$729,590	$0	$317,821	$0	$55,241	$1,581,134

Notes to 2018 Summary Compensation Table:

Column (a) – Named Executive Officers. The named executive officers include the former Chief Executive Officer, the former Interim Chief Executive Officer, the Chief Financial Officer, and the four other most highly compensated executives who, other than Mr. Roegner, were serving as executive officers at December 31, 2018. Under applicable SEC rules, we have excluded 2016 and 2017 compensation for Messrs. Blankenship and Krakowiak and 2016 compensation for Messrs. Hess, Myers, and Roegner and Ms. Ramundo, as they were not named executive officers in those years. For purposes of determining the most highly compensated executive officers, the amounts shown in column (h) were excluded.

Mr. Blankenship served as CEO from January 15, 2018 until the appointment of John C. Plant as Chairman and Chief Executive Officer on February 6, 2019. As Mr. Blankenship was not retirement-eligible at the time of his separation from the Company, any unvested equity stock awards and stock options were forfeited and canceled, including his 2018 stock awards in their entirety and two-thirds of his 2018 annual option award.

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Mr. Hess served as Interim CEO until the appointment of Mr. Blankenship as CEO on January 15, 2018. Mr. Hess’s 2018 salary amount does not include any cash retainer amount and stock awards for his services as a non-employee board member following his resignation as Interim CEO. His 2018 non-employee director compensation may be found on page 18 in the 2018 Director Compensation table. Mr. Hess’s 2017 salary amount includes $14,333 in cash retainer, and his 2017 stock award includes $19,076 in RSUs, both of which were received as a board member prior to his appointment as Interim CEO on April 13, 2017.

Mr. Krakowiak served as EVP, Strategy and Development from January 29, 2018 until February 8, 2019. Based on the terms of his sign-on equity award, as Mr. Krakowiak was not retirement-eligible at the time of his separation from the Company, his unvested stock award was forfeited and canceled in its entirety.

Mr. Roegner’s salary amount reflects the time he served as EVP, EP&S until his separation from the Company on July 31, 2018. As Mr. Roegner was not retirement-eligible at the time of his separation from the Company, any unvested equity stock awards and stock options were forfeited and canceled, including his 2018 stock and option awards in their entirety.

Column (c) – Salary. This column represents each of the named executive officer’s annual base salary. Effective March 1, 2018, the Compensation and Benefits Committee approved salary increases for Messrs. Giacobbe, Myers and Roegner based on their strong performance in the previous year and to bring their salaries closer to market. Further details are included in the “Individual Compensation Arrangements and Performance-Based Pay Decisions” section on pages 51-53.

Columns (e) and (f) – Stock Awards and Option Awards. The value of stock awards in column (e) and stock options in column (f) equals the grant date fair value, which is calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation. Performance share awards granted in January 2018 are shown at 100% of target. The fair value of the performance awards on the date of grant was as follows:

	Grant Date Value of Performance Award
Name	At Target		At Maximum
Kenneth J. Giacobbe		$960,089		$1,920,179
Timothy D. Myers		$1,056,189		$2,112,378
Katherine H. Ramundo		$960,089		$1,920,179
Chip Blankenship		$6,800,104		$13,600,209
Eric V. Roegner		$960,089		$1,920,179

Stock awards are valued at the market price of a share of stock on the date of grant as determined by the closing price of our common stock. At the date of grant on January 19, 2018, the closing price of our common stock was $30.22. At December 31, 2018, the closing price of our common stock was $16.86.

For a discussion of the assumptions used to estimate the fair value of stock awards and stock options, please refer to the following sections and pages in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation” on pages 50 to 51, and the disclosures on “Stock-Based Compensation” in Notes A and I to the Consolidated Financial Statements on pages 62 and 86 to 87, respectively.

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Column (g) – Non-Equity Incentive Plan Compensation. Reflects cash payments made under the annual Incentive Compensation Plan for 2018 performance. See the “2018 Annual Cash Incentive Compensation Plan Design, Targets and Results” section starting on page 50.

Column (h) – Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts shown reflect the aggregate change in the actuarial present value in each year of each named executive officer’s accumulated benefit under all defined benefit and actuarial plans, including supplemental plans. Increases are attributable to changes in the discount rate and mortality assumptions used for measurement of pension obligations year over year. Messrs. Blankenship, Hess, Krakowiak and Roegner and Ms. Ramundo have no changes in pension value in any of their years of reportable compensation because they 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. For 2018, Messrs. Giacobbe and Myers had net decreases of $77,002 and $173,407, respectively, which for purposes of the Summary Compensation Table must be reported as $0, as negative values may not be applied.

Earnings on deferred compensation are not reflected in this column because the return on earnings is calculated in the same manner and at the same rate as earnings on externally managed investments of salaried employees participating in the tax-qualified 401(k) plan, and dividends on Company stock are paid at the same rate as dividends paid to shareholders.

Column (i) – All Other Compensation.

Company Contributions to Savings Plans.

Name	Company Matching Contribution		3% Retirement Contribution		Total Company Contribution
Name	Savings Plan	Def. Comp. Plan	Savings Plan1	Def. Comp. Plan	Total Company Contribution
Kenneth J. Giacobbe	$15,950	$0	$16,500	$6,675	$39,125
Timothy D. Myers	$16,500	$16,050	$16,500	$8,070	$57,120
Katherine H. Ramundo	$16,500	$16,500	$8,250	$19,703	$60,953
Chip Blankenship	$16,500	$52,250	$8,250	$27,891	$104,891
David P. Hess	$0	$0	$8,250	$15,269	$23,519
Mark J. Krakowiak	$16,500	$0	$8,250	$5,663	$30,413
Eric V. Roegner	$16,500	$2,713	$8,250	$11,774	$39,236

Savings Plan contributions for Messrs. Giacobbe and Myers include 3% transitional contributions applicable from April 1, 2018 through December 31, 2018.

Company Aircraft. In 2018, the incremental cost of Mr. Blankenship’s personal use of Company aircraft was valued at $197,196 and for Mr. Hess $852. The incremental cost for the use of the Company aircraft is calculated based on the variable costs to the Company, including fuel costs, mileage, trip-related maintenance, universal weather monitoring costs, on-board catering, landing and ramp fees and other miscellaneous variable costs. Fixed costs, which do not change based on usage, such as pilot salaries, the lease costs of the Company aircraft and the cost of maintenance not related to trips, are excluded.

Relocation and Other Expenses. In 2018, Arconic provided relocation benefits to Mr. Giacobbe totaling $66,496, which includes a tax gross-up of $31,386, stemming from his move to New York, NY pursuant to his appointment as Executive Vice President and Chief Financial Officer of the Company in 2016 upon separation. Mr. Hess received a tax gross-up of $3,192 related to his temporary benefits and arrangements as Interim CEO.

Sign-On Bonuses. In accordance with the terms of his letter agreement dated October 19, 2017, upon his appointment as CEO, Mr. Blankenship received a cash sign-on bonus of $650,000. Mr. Krakowiak joined Arconic on January 29, 2018 and received a cash sign-on bonus of $500,000 in accordance with the terms of his offer letter.

Severance Payments.

Pursuant to the Company’s Executive Severance Plan, Mr. Roegner was paid the following on January 31, 2019, in accordance with the terms of his separation agreement dated July 31, 2018:

•

Lump sum severance of $1,113,000, which is equivalent to annual salary and annual target incentive compensation.

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•

Lump sum payment of $66,780, which is equivalent to two years of annual 3% Company ERIC contribution.

•

Continuation of health care benefits for two years (with an estimated value of $842).

2018 Grants of Plan-Based Awards

Name	Grant Dates	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 Options4 (#)	Exercise or Base Price of Option Awards ($/sh)	2018 Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Dates	Threshold ($)			Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/sh)	2018 Grant Date Fair Value of Stock and Option Awards ($)
(a)	(b)	(c)			(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
Kenneth J. Giacobbe			$	256,250	$512,500	$1,537,500
	1/19/2018						0	31,770	63,540		24,520	$30.22	$1,200,140
Timothy D. Myers			$	271,250	$542,500	$1,627,500
	1/19/2018						0	34,950	69,900		26,970	$30.22	$1,320,225
Katherine H. Ramundo			$	275,000	$550,000	$1,650,000
	1/19/2018						0	31,770	63,540		24,520	$30.22	$1,200,140
	5/16/2018									55,530			$1,000,095
Chip Blankenship			$	903,533	$1,807,065	$5,421,195
	1/19/2018						0	225,020	450,040	99,280	537,620	$30.22	$15,500,410
David P. Hess5	—			—	—	—	—	—	—	—	—	—	—
Mark J. Krakowiak			$	173,913	$347,826	$1,043,478
	2/15/2018									27,760			$700,107
Eric V. Roegner	1/19/2018		$	160,104	$320,208	$960,624	0	31,770	63,540		24,520	$30.22	$1,200,140

The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns represent the potential amounts for annual cash IC for 2018. Actual amounts earned by our NEOs are reflected in the 2018 Summary Compensation Table. For more information about annual cash IC awards made under the Incentive Compensation Plan, see “Compensation Discussion and Analysis.”

Performance-based restricted share units, granted under the 2013 Arconic Stock Incentive Plan, as Amended and Restated, which vest on the third anniversary of the grant date, with payout determined at the end of a three-year performance period based on the Company’s achievement of performance measures and generally subject to continued employment. See “Compensation Discussion and Analysis.”

Time-vested restricted share unit awards granted under the 2013 Arconic Stock Incentive Plan, as Amended and Restated. Mr. Blankenship’s restricted share units would have vested in full on the third anniversary of the grant date but were forfeited and canceled due to his separation from the Company. Ms. Ramundo’s restricted share units will vest in full at the end of 2019. Mr. Krakowiak’s restricted share units would have vested ratably over a three-year period but were forfeited and canceled due to his separation from the Company.

Time-vested stock options granted under the 2013 Arconic Stock Incentive Plan, as Amended and Restated. The stock options listed in this column have a maximum term of ten years and vest ratably over a three-year period, generally subject to continued employment, other than 363,970 of Mr. Blankenship’s stock options, which would have vested in full on the fourth anniversary of the grant date (but were forfeited and canceled due to his separation from the Company).

Mr. Hess served as Interim CEO until the appointment of Mr. Blankenship as CEO on January 15, 2018. All equity awards made to him in 2018 were in connection with his service as a non-employee director in accordance with our Director compensation program, and are disclosed in the “2018 Director Compensation” section beginning on page 18.

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2018 Outstanding Equity Awards at Fiscal Year-End

Name	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (Exercisable) (#)	Number of Securities Underlying Unexercised Options (Unexercisable) (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)	(j)
Kenneth J. Giacobbe
Stock Awards1							20,688	$348,800	97,394	$1,642,063
Time-Vested Options2	5,040		—	—	$22.92	1/20/2022
	17,254		34,506	—	$21.13	1/13/2027
	—		24,520	—	$30.22	1/19/2028
Timothy D. Myers
Stock Awards1							16,566	$279,303	81,581	$1,375,456
Time-Vested Options2	10,332		—	—	$30.51	1/26/2020
	9,027		—	—	$22.92	1/20/2022
	12,144		24,286	—	$21.13	1/13/2027
	—		26,970	—	$30.22	1/19/2028
Katherine H. Ramundo
Stock Awards1							74,277	$1,252,310	77,210	$1,301,761
Time-Vested Options2	12,780		25,560	—	$21.13	1/13/2027
	—		24,520	—	$30.22	1/19/2028
Chip Blankenship
Stock Awards1							99,280	$1,673,861	225,020	$3,793,837
Time-Vested Options2	—		537,620	—	$30.22	1/19/2028
David P. Hess4
	—		—	—	—	—	—	—	—	—
Mark J. Krakowiak
Stock Awards1							27,760	$468,034	—	—
Eric V. Roegner3
	—		—	—	—	—	—	—	—	—

Calculated using the closing price of Arconic’s common stock on December 31, 2018, which was $16.86 per share.

Stock awards in column (g) include earned performance-based restricted share unit awards and time-vested restricted share unit awards. Stock awards in column (i) include unearned performance-based restricted share unit awards at the target level. Stock awards are in the form of restricted share units that ordinarily vest three years from the date of grant, generally subject to continued employment and are paid in common stock when they vest. As noted in footnote 3 of the previous “2018 Grants of Plan-Based Awards” table: 55,530 of Ms. Ramundo’s restricted share units will vest in full at the end of 2019; 99,280 of Mr. Blankenship’s restricted share units would have vested in full on the third anniversary of the grant date but were forfeited and canceled due to his separation from the Company; and Mr. Krakowiak’s 27,760 restricted share units would have vested ratably over a three-year period but were forfeited and canceled due to his separation from the Company.

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Time-vested options include stock options granted on the annual grant date when the Compensation Committee met in January. Options granted since 2009 have a term of ten years and ordinarily vest ratably over three years (one-third each year), generally subject to continued employment, other than 363,970 of Mr. Blankenship’s stock options, which would have vested in full on the fourth anniversary of the grant date but were forfeited and canceled due to his separation from the Company.

As Mr. Roegner was not retirement-eligible at the time of his separation from the Company, any unvested equity awards were forfeited and canceled.

Mr. Hess was granted 123,210 RSUs in October 2017 relating to his Interim CEO role. The terms of such RSUs provide that the RSUs vest on January 15, 2018, with payment of the vested RSUs to be made in three equal installments on each of the first three anniversaries of the vesting date. This RSU award is disclosed in the “2018 Option Exercises and Stock Vested” table below and in the “2018 Nonqualified Deferred Compensation” table on page 61. Information about equity awards to Mr. Hess in connection with his service as a non-employee director is disclosed in the “2018 Director Compensation” section beginning on page 18.

2018 Option Exercises and Stock Vested

Name	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
(a)	(b)	(c)			(d)	(e)
Kenneth J. Giacobbe	—			—	10,281	$312,851
Timothy D. Myers	—			—	9,809	$298,488
Katherine H. Ramundo	—			—	—	—
Chip Blankenship	—			—	—	—
David P. Hess1	—			—	123,210	$3,746,816
Mark J. Krakowiak	—			—	—	—
Eric V. Roegner	31,760		$	162,935	17,212	$523,761

Mr. Hess was granted 123,210 RSUs in October 2017 relating to his Interim CEO role. The terms of such RSUs provide that the RSUs vest on January 15, 2018, with payment of the vested RSUs to be made in three equal installments on each of the first three anniversaries of the vesting date. This RSU award is also disclosed in the “2018 Nonqualified Deferred Compensation” table on page 61. Information about equity awards to Mr. Hess in connection with his service as a non-employee director is disclosed in the “2018 Director Compensation” section beginning on page 18.

2018 CEO Pay Ratio

Background

Item 402(u) of the SEC’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 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

We determined the median annual total compensation 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 2017 if employed for less than the full year) in and outside the United States as of December 31, 2017. Once the median employee was identified using this consistently-applied compensation metric (CACM), we calculated the median employee’s total compensation on the

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basis of the proxy statement summary compensation table rules. The estimated total compensation of the median employee based on this methodology and criteria for 2018 is $50,232.

For purposes of calculating the Company’s CEO pay ratio, the Company determined the total CEO compensation by adding Mr. Hess’s compensation in 2018 as Interim CEO until his resignation on January 15, 2018 (which does not include his cash retainer and RSU awards received as a board member), to Mr. Blankenship’s 2018 compensation as CEO beginning on January 15, 2018. As a result, the total CEO compensation was $17,724,625. Consequently, the annual CEO total compensation is 353 times that of the median annual total compensation of all other employees in 2018.

Additional Information

The total CEO compensation amount above includes special one-time sign on-awards of $650,000 in cash, $3,000,242 in RSUs and $4,000,030 in stock options that Mr. Blankenship received in accordance with the terms of his letter agreement upon his appointment as CEO. Excluding these special one-time sign-on awards, the total CEO compensation amount would be $10,074,353.

Consequently, the annual CEO total compensation excluding the special one-time sign-on awards would be 201 times that of the median annual total compensation of all other employees in 2018, which the Company believes would be the more relevant measure.

2018 Pension Benefits

Name1

Plan Name(s)

Years of
Credited
Service

Present
Value of
Accumulated
Benefits

Payments
During
Last Fiscal
Year

Kenneth J. Giacobbe

Arconic Retirement Plan

13.78

$377,115

Excess Benefits Plan C

$498,596

Total

$875,711

N/A

Timothy D. Myers

Arconic Retirement Plan

26.52

$949,231

Excess Benefits Plan C

$1,268,304

Total

$2,217,535

N/A

Ms. Ramundo and Messrs. Blankenship, Krakowiak, Hess and Roegner do not appear in the table as they are not eligible to participate in the defined benefit pension plan, which was closed to employees hired after March 1, 2006.

Valuation and Assumptions: For a discussion of the valuation method and assumptions applied in quantifying the present value of the accumulated benefit, please refer to the following sections in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Pension and Other Postretirement Benefits” and Note G to the Consolidated Financial Statements.

Qualified Defined Benefit Plan. In 2018, Messrs. Giacobbe and Myers participated in the Arconic Retirement Plan. The Arconic Retirement Plan is a funded, tax-qualified, non-contributory defined benefit pension plan that covers a majority of U.S. salaried employees. Benefits under the plan are based upon years of service and final average earnings as of March 31, 2018. Final average earnings include salary plus 100% of annual cash incentive compensation, and are calculated using the average of the highest five of the last ten years of earnings (high consecutive five for Mr. Giacobbe). The amount of annual compensation that may be taken into account under the Arconic Retirement Plan is subject to a limit imposed by the U.S. tax code, which was $275,000 for 2018. The base benefit payable at age 65 is 1.1% of final average earnings up to the Social Security covered compensation limit plus 1.475% of final average earnings above the Social Security covered compensation limit, times years of service. Final average earnings and service after April 1, 2018 are no longer reflected as the company has moved all future benefits to the Arconic Retirement Savings Plan. Benefits are payable as a single life annuity, a reduced 50% joint and survivor annuity, a reduced 75% joint and survivor annuity, or a single lump sum payment after termination of employment.

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Nonqualified Defined Benefit Plans. Messrs. Giacobbe and Myers participate in the Excess Benefits Plan C. This plan is a nonqualified plan which provides for benefits taking into account compensation that exceeds the limits on compensation imposed by the U.S. tax code. The benefit formula is identical to the Arconic Retirement Plan formula. Benefits under the nonqualified plan are payable as a reduced 50% joint and survivor annuity if the executive is married. Otherwise, the benefit is payable as a single life annuity.

Arconic Retirement Savings Plan. For U.S. salaried employees, the Company makes an Employer Retirement Income Contribution (ERIC) in an amount equal to 3% of salary and annual incentive eligible for contribution to the Arconic Retirement Savings Plan. This benefit was previously provided to employees hired after March 1, 2006, including Messrs. Blankenship, Krakowiak, Hess and Roegner and Ms. Ramundo, as a pension contribution in lieu of a defined benefit pension plan. However, following the freeze of pension accruals effective April 1, 2018, all salaried employees are now eligible. In addition to the 3% ERIC contributions, Messrs. Giacobbe and Myers were eligible for 3% transition contribution to the Arconic Retirement Savings Plan from April 1, 2018 through December 31, 2018, as were all other employees impacted by the freeze of pension accruals. The Company contributed $8,250 to each of the aforementioned individuals’ accounts in 2018 and $16,500 each to Messrs. Giacobbe and Myers. In addition, all U.S. salaried employees, including the named executive officers, are eligible to receive a Company matching contribution of 100% up to the first 6% of deferred salary. In 2018, the Company matching contribution amount was $16,500 each for Messrs. Blankenship, Myers, Krakowiak and Roegner and Ms. Ramundo and $15,950 for Mr. Giacobbe. Mr. Hess did not make any contributions to the plan. These amounts are included in the column “All Other Compensation” in the “2018 Summary Compensation Table” on page 54.

2018 Nonqualified Deferred Compensation

Name	Executive Contributions in 2018 ($)			Registrant Contributions in 2018 ($)			Aggregate Earnings in 2018 ($)			Aggregate Withdrawals Distributions ($)			Aggregate Balance at 12/31/2018 FYE ($)
(a)	(b)			(c)			(d)			(e)			(f)
Kenneth J. Giacobbe		$	0		$	6,675		$	539 E			—		$	31,665
								$	0 D
Timothy D. Myers		$	26,900		$	24,120		$	0 E			—		$	355,061
								$	3,972 D
Katherine H. Ramundo		$	16,500		$	36,203		$	0 E			—		$	96,080
								$	0 D
Chip Blankenship		$	52,250		$	80,141		$	0 E			—		$	121,248
								$	0 D
David P. Hess		$	3,746,8161		$	15,269		$	562 E		$	31,723		$	2,077,321
								$	0 D
Mark J. Krakowiak		$	0		$	5,663		$	0 E			—		$	5,409
								$	0 D
Eric V. Roegner		$	51,662		$	14,486		$	0 E			—		$	1,919,131
								$	338 D

E—Earnings

D—Dividends on Arconic common stock or share equivalents

The investment options under the nonqualified Deferred Compensation Plan are the same choices available to all salaried employees under the Arconic Retirement Savings Plan and the named executive officers do not receive preferential earnings on their investments. The named executive officers may defer up to 25% of their salaries in total to the Arconic Retirement Savings Plan and Deferred Compensation Plan and up to 100% of their annual cash incentive compensation to the Deferred Compensation Plan.

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The Company contributes matching contributions on employee base salary deferrals that exceed the limits on compensation imposed by the U.S. tax code. In 2018, the Company matching contribution amount was $52,250 for Mr. Blankenship, $16,050 for Mr. Myers, $16,500 for Ms. Ramundo and $2,713 for Mr. Roegner. No matching contributions were made for Messrs. Giacobbe, Krakowiak, or Hess, as they did not make any deferred elections under the plan.

In addition, when the U.S. tax code limits Employer Retirement Income Contributions (ERIC) and 2018 transition contributions, if applicable, to the Arconic Retirement Savings Plan are reached, the ERIC and transition contributions are made into the Deferred Compensation Plan. In 2018, the Company contributed $27,891 for Mr. Blankenship, $6,675 for Mr. Giacobbe, $8,070 for Mr. Myers, $5,663 for Mr. Krakowiak, $19,703 for Ms. Ramundo, $15,269 for Mr. Hess and $11,774 for Mr. Roegner.

These amounts are included in the column “All Other Compensation” in the “2018 Summary Compensation Table” on page 54.

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. The foregoing terms do not apply to the RSUs granted to Mr. Hess as Interim CEO, which vested on January 15, 2018, with payment of the vested RSUs to be made in three equal installments on each of the first three anniversaries of the vesting date.

Potential Payments upon Termination or Change in Control

Executive Severance Plan. All of the NEOs, other than Mr. Hess, were eligible for the Company’s Executive Severance Plan during 2018. 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 applicable NEO will receive a cash severance payment equal to one year of base salary and one year of target annual cash incentive (two years for the Chief Executive Officer), continued health care benefits for a two-year period, and two additional years of retirement accrual calculated as described in the plan.

The following table shows the severance payments and benefits that would have been payable to Messrs. Blankenship, Giacobbe, Myers and Krakowiak and Ms. Ramundo under the Executive Severance Plan upon a termination without cause on December 31, 2018. Mr. Hess was not eligible for the Executive Severance Plan. In connection with Mr. Roegner’s separation from the Company in July 2018, he received severance payments and benefits pursuant to the Executive Severance Plan—see the “2018 Summary Compensation Table” and the accompanying footnotes above.

Name	Estimated Net Present Value of Cash Severance Payments			Estimated Net Present Value of Two Years Additional Retirement Accrual			Estimated net present value of continued active health care benefits			Total
Kenneth J. Giacobbe		$	1,004,731		$	60,284		$	39,692		$	1,104,707
Timothy D. Myers		$	1,065,210		$	63,913		$	40,334		$	1,169,457
Katherine H. Ramundo		$	1,073,014		$	64,381		$	591		$	1,137,986
Chip Blankenship		$	6,096,671		$	182,900		$	40,334		$	6,319,905
Mark J. Krakowiak		$	853,534		$	51,212		$	1,963		$	906,709

Change in Control Severance Plan. All of the NEOs, other than Mr. Hess, were eligible for the Company’s Change in Control Severance Plan during 2018. 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.

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2019 Proxy Statement

Executive Compensation (continued)

Upon a qualifying termination, the severance benefits under the Change in Control Severance Plan are: (i) a cash payment equal to two 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) continuation of health care benefits for two years, (iv) two additional years of applicable pension credit and company savings plan contributions, and (v) six months of outplacement benefits. The multiple on the benefits (i-iv) for the Chief Executive Officer is three. There is no excise tax gross-up provision under the Plan.

The terms of the 2013 Arconic 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. Performance-based stock awards 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 ~~close~~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 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 to the eligible NEOs under the Change in Control Severance Plan if both a change in control and a termination without cause or resignation for good reason occurred on December 31, 2018, under the terms of the plan as in effect on such date, as well as the estimated net present value of 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, 2018, which was $16.86 per share. Mr. Hess was not eligible for the Change in Control Severance Plan.

Change in Control Severance Benefits

Name	Estimated net present value of change in control severance and benefits
Kenneth J. Giacobbe		$	4,287,661
Timothy D. Myers		$	4,225,791
Katherine H. Ramundo		$	4,366,013
Chip Blankenship		$	16,108,721
Mark J. Krakowiak		$	2,368,783

Retirement Benefits. If Mr. Giacobbe had voluntarily terminated employment as of December 31, 2018, it is estimated that his pension would have paid an annual annuity of $43,726 starting at age 55. If Mr. Myers had voluntarily terminated employment as of December 31, 2018, it is estimated that his pension would have paid an annual annuity of $204,591 starting at age 62.

Messrs. Blankenship and Krakowiak and Ms. Ramundo 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.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares

We are seeking shareholder approval to amend and restate the 2013 Arconic Stock Incentive Plan, as Amended and Restated (the “2013 Plan” or “Amended 2013 Plan,” as applicable), to authorize 20,000,000 additional shares of common stock for issuance thereunder, to extend the term of the plan by one year and to adopt certain other changes described below. In February 2019, the Board of Directors approved the Amended 2013 Plan, subject to approval by shareholders at the May 2019 annual meeting. If approved, the Amended 2013 Plan will become effective on May 14, 2019 (the “Amendment Effective Date”). If the Amended 2013 Plan is not approved by shareholders, then the existing 2013 Plan will continue in full force and effect, for as long as shares remain available for issuance thereunder.

Board Recommendation

The Board recommends that you vote for approval of the Amended 2013 Plan. The Board believes that it is in the best interests of the Company and our shareholders to approve the Amended 2013 Plan so that we have sufficient shares available to continue to offer equity awards and motivate outstanding employee performance. Based on the amount of awards granted in the past, as discussed in more detail below, the shares remaining available for awards under the 2013 Plan will be insufficient to satisfy our equity compensation needs beyond 2021. The 2013 Plan is the Company’s only active employee equity plan. If our shareholders do not approve the Amended 2013 Plan, we will experience a shortfall of shares available for issuance for stock-based compensation awards that may adversely affect our ability to attract, retain and reward employees who contribute to our long-term success, placing us at a competitive disadvantage.

The Board of Directors recommends a vote “FOR” ITEM 4, the approval of the 2013 Arconic Stock Incentive Plan, as Amended and Restated, including increase of reserved shares

Outstanding Awards

Set forth below is information regarding awards currently outstanding under the 2013 Plan and the 2009 Alcoa Stock Incentive Plan. The Company made its annual equity grant to employees in February 2019 and those awards are included in the data below.

Selected Data as of March 15, 2019:

Does not include employment inducement awards granted outside of the Company’s stock incentive plans pursuant to the exemption from shareholder approval under the NYSE’s Listed Company Manual Rule 303A.08. Such awards were granted on February 15, 2019, consisting of 1,000,000 restricted share units granted to Chairman and CEO, John C. Plant, and 385,000 restricted share units granted to President and COO, Elmer L. Doty.

Under the 2013 Plan, stock-based awards are granted from a pool of available shares, with stock options and stock appreciation rights counting against such pool as 1 share and restricted shares and restricted share units (full value awards) counting as 2.33 shares (this share counting rule is unchanged under the Amended 2013 Plan).

For additional information regarding stock-based awards previously granted, see Note I to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

Request for Increase in Share Reserve for the Amended 2013 Plan

We are requesting 20,000,000 shares to be added to our share reserve under the Amended 2013 Plan. Unless and until the Amended 2013 Plan is approved by our stockholders, no awards may be granted thereunder with respect to the additional shares for which we are requesting approval. The Amended 2013 Plan has a total fungible equity pool, assigning a ratio for counting usage of shares upon issuance of stock options and stock appreciation rights of one to one so that a grant of a stock option or stock appreciation right will be counted against the share limit as one share of common stock, and assigning a ratio for counting usage of shares upon issuance of restricted shares, restricted share units or other awards (that is, full value awards) of 2.33 to one, so that any grant of a full value award will be counted against the maximum share limit as 2.33 shares of common stock.

Our potential dilution, or “overhang,” from outstanding awards and shares available for future awards under the Amended 2013 Plan is approximately 6.5%. This percentage is calculated on a fully-diluted basis, by dividing the total shares underlying outstanding stock-based awards (15,788,158) plus the shares available for future awards under the Amended 2013 Plan (15,695,465) (together, the numerator) by the total shares of Company common stock outstanding as of March 25, 2019 (453,083,173) plus the number of shares in the numerator.

We have calculated that the average “burn rate” for awards that we granted in the last three fiscal years is approximately 1.2%. “Burn rate” is the number of awards granted (stock options and restricted share units) divided by the weighted average number of common shares outstanding (basic). We calculated our average burn rate based on awards that we have granted during fiscal years 2016, 2017 and 2018 without applying any multiplier to the number of restricted share units granted.

Based solely on the average rate at which awards were granted over the past three fiscal years, and assuming that future awards under the Amended 2013 Plan would be made at this average rate, the total number of shares available for grant under the Amended 2013 Plan is calculated to last approximately three to four years. However, the amount of shares granted in the past is not necessarily indicative of the amount that may be granted in the future. The amount of future grants is not currently known and will depend on various factors that cannot be predicted, including but not limited to the stock price of the Company’s common stock on the future dates of grant, the volatility of the stock and the types of awards that will be granted.

Material Changes to the 2013 Plan

The following summary highlights the proposed material changes to the 2013 Plan. The Amended 2013 Plan also includes other administrative, clarifying, and conforming changes.

•

The number of shares reserved for issuance pursuant to awards granted under the Amended 2013 Plan has been increased by 20,000,000 shares to an aggregate of 66,666,666 shares since the inception of the plan in 2013.

•

The term of the plan has been extended by one year, such that the Amended 2013 Plan will expire on May 2, 2024.

•

The minimum vesting requirements have been revised to mandate a vesting period of at least one year for all awards (other than substitute awards and non-employee director awards that have a vesting period of at least 50 weeks), except with respect to awards relating to 5% of the shares available for grant as of the Amendment Effective Date (the previous minimum vesting provision required a three-year pro-rata vesting period for restricted shares and restricted share units, one year for options and stock appreciation rights and no minimum vesting for other awards).

•

The 2013 Plan has been updated to reflect the Tax Cuts and Jobs Act and that it is no longer possible to grant performance awards to covered employees that qualify for a deduction limit exception under Section 162(m) of the Code. For grants of performance awards to executive officers, the Amended 2013 Plan retains individual award limits, while increasing the limit for restricted share units or restricted share awards from 1,333,333 to 1,500,000 award shares per calendar year, and includes certain other performance award rules similar to those previously required under Section 162(m), in each case unless otherwise expressly determined by the Compensation and Benefits Committee of the Board.

•

The existing prohibition on the payment of dividends or dividend equivalents on unvested or unearned restricted share units has been extended to apply to all awards, including restricted shares and other awards.

•

The definition of “fair market value” has been revised, so that where the Amended 2013 Plan requires the value of the shares to be determined as of a particular date but the NYSE is not open for business on ~~[ ], 2017,~~such date, the ~~record date~~value of a share will generally be determined by reference to the closing price reported for the ~~special meeting,~~immediately preceding NYSE business day, rather than on the next following business day.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

Key Governance Terms and Practices under the Amended 2013 Plan

The Amended 2013 Plan includes a number of provisions that promote best practices by reinforcing the alignment between equity compensation arrangements for eligible employees and non-employee directors and shareholders’ interests. These provisions include, but are not limited to, the following:

•

No Liberal Share Recycling. Shares will not be ~~entitled~~added back to ~~notice~~the available pool of shares authorized under the Amended 2013 Plan when shares are (i) tendered in payment of the purchase price of a stock option or other award, (ii) withheld for taxes, (iii) purchased with the proceeds of an option exercise or (iv) subject to a stock appreciation right but not issued upon settlement thereof.

•

Minimum Vesting Periods. Generally, all awards granted under the Amended 2013 Plan will have a minimum vesting period of one year measured from the date the award is granted, except as described above, as well as under “Minimum Vesting Requirements.”

•

Limitation on Payment of Dividends or Equivalents. The Amended 2013 Plan prohibits the payment of dividends or dividend equivalents in any form prior to the vesting of any award.

•

Double-Trigger Equity Vesting upon a Change in Control. The Amended 2013 Plan does not provide for “single-trigger” vesting acceleration upon a change in control (vesting may occur only if awards are not assumed or replaced). It provides for “double-trigger” vesting of awards that are assumed or replaced by an acquirer, which generally means that vesting would accelerate only if the participant is terminated without cause or quits for good reason (as those terms are defined in the Arconic Inc. Change in Control Severance Plan) within 24 months following the change in control.

•

No Repricing. The Amended 2013 Plan expressly prohibits repricing of stock options or stock appreciation rights, whether by reducing the exercise price, granting replacement awards with a lower exercise price or replacing underwater awards with cash.

•

Clawback Feature. The Amended 2013 Plan contains a clawback feature reflecting the policy previously adopted by the Company and further authorizes the Company to recover from participants awards or payments as may be required under any Company recoupment policy then in effect or any recoupment requirement imposed by applicable laws, including pursuant to the Dodd-Frank Act. See “Corporate Governance—Recovery of Incentive Compensation” on page 31. In addition, the Amended 2013 Plan authorizes cancellation of awards if a participant engages in conduct that is injurious to the Company, monetarily, reputationally or otherwise, as well as in certain other circumstances.

•

Non-Employee Director Compensation Limit. The Amended 2013 Plan limits the aggregate amount of compensation payable to an individual as compensation for services as a non-employee director in a calendar year, whether in cash or in equity.

•

No Discounted or Reload Stock Options. The exercise price of a stock option or stock appreciation right under the Amended 2013 Plan may not be less than the fair market value of the Company’s common stock on the date such award is granted, except in connection with an adjustment upon a capitalization event or as provided for substitute awards (see “Adjustment Provision” and “Substitute Awards” below). Stock options with a reload feature will not be granted under the Amended 2013 Plan.

Principal Features of the Amended 2013 Plan

In this section we have summarized the principal features of the Amended 2013 Plan. This summary is not a complete description of the Amended 2013 Plan and is qualified in its entirety by reference to the full text of the Amended 2013 Plan, which is attached as Attachment D.

Purpose of the Amended 2013 Plan

The purpose of the Amended 2013 Plan is to encourage participants to acquire a proprietary interest in the long-term growth and financial success of the Company and to ~~vote at~~further link the ~~special meeting~~interests of such individuals to the long-term interests of shareholders.

The Amended 2013 Plan authorizes the plan administrator, which will generally be the Compensation and ~~any adjournment or postponements thereof. As~~Benefits Committee of the ~~record date, there were [ ]~~Board of Directors, to grant stock-based awards to employees of the Company and its subsidiaries. The Amended 2013 Plan also authorizes the Board of Directors, upon the recommendation of the Governance and Nominating Committee of the Board, to make stock-based awards to non-employee directors.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

Limitation on Authorized Shares and Fungible Equity Pool

If the Amended 2013 Plan is approved by shareholders, the maximum aggregate number of shares of our common stock authorized to be granted under the Amended 2013 Plan will be 66,666,666 shares, plus shares subject to any outstanding awards under prior plans as of the initial effective date of the 2013 Plan, to the extent that such awards are subsequently forfeited, cancelled or expire, subject to adjustment as described below under “Adjustment Provision.” Such number of reserved shares reflects the reverse stock split of the Company’s common stock at a ratio of 1 for 3, effective October 5, 2016. This share pool represents an increase of 20,000,000 shares to the shares available for grant under the 2013 Plan.

Shares subject to awards under the Amended 2013 Plan that are forfeited, cancelled or expire will become available for issuance thereunder. Shares tendered in payment of the purchase price of a stock option or other award or withheld to pay taxes may not be added back to the available pool of shares authorized under the Amended 2013 Plan, nor may shares purchased using option proceeds or not issued upon settlement of a stock appreciation right.

Administration of the Amended 2013 Plan

Under the Amended 2013 Plan, the Compensation and Benefits Committee of the Board (for purposes of this Item, the “Committee”), which is composed of non-employee directors, has authority to grant awards to employees of the Company and its subsidiaries, and the full Board of Directors has authority to grant awards to non-employee directors upon the recommendation of the Governance and Nominating Committee.

The Board of Directors also may assume responsibilities otherwise assigned to the Committee. The Board may not amend the Amended 2013 Plan without shareholder approval if such approval would be required pursuant to applicable law or the requirements of the New York Stock Exchange or such other stock exchange on which the shares trade. The Board or the Committee generally may not amend the Amended 2013 Plan or the terms of any award previously granted without the consent of the affected participant, if such action would materially impair the rights of such participant under any outstanding ~~and entitled~~award. Neither the Board nor the Committee may amend the terms of any stock option or stock appreciation right to ~~vote. Each~~reduce its exercise price, or cancel or replace any outstanding options or stock appreciation rights in exchange for options or rights with lower exercise prices, or for other awards or cash at a time when the exercise price of such stock options or stock appreciation rights is higher than the fair market value of a share of ~~our~~the Company’s stock.

The Committee has the authority, subject to the terms of the Amended 2013 Plan, to select employees to whom it will grant awards, to determine the types of awards and the number of shares covered, to set the terms and conditions of the awards, to cancel or suspend awards and to modify outstanding awards. The Committee also has authority to interpret the Amended 2013 Plan, to establish, amend and rescind rules applicable to the Amended 2013 Plan or awards under the Amended 2013 Plan, to approve the terms and provisions of any agreements relating to Amended 2013 Plan awards, to determine whether any corporate transaction, such as a spin-off or joint venture, will result in a participant’s termination of service, to make adjustments in performance award criteria or in the terms and conditions of other awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles and to make all determinations relating to awards under the Amended 2013 Plan. The Board of Directors has similar authority with respect to awards to non-employee directors. The Amended 2013 Plan permits delegation of certain authority to executive officers in limited instances to make, cancel or suspend awards to employees who are not Arconic directors or executive officers, and the Committee may delegate other of its administrative powers to the extent not prohibited by applicable laws.

Eligibility

All employees of Arconic and its subsidiaries and all non-employee directors of Arconic are eligible to be selected as participants. As of December 31, 2018, approximately 43,000 employees, including six executive officers, and 12 non-employee directors were eligible to receive awards under the Amended 2013 Plan. As of March 15, 2019, approximately 1,650 employees, including seven executive officers, and ten non-employee directors hold awards under the Amended 2013 Plan.

Term

No award may be granted under the Amended 2013 Plan after May 2, 2024.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

Shares Issuable for Awards

Shares of Arconic common stock issuable under the Amended 2013 Plan may come from authorized but unissued shares, treasury shares, shares purchased on the open market or otherwise or any combination of the foregoing.

Types of Awards

The following types of awards may be granted under the Amended 2013 Plan:

•

Nonqualified stock options (without reload features);

•

Stock appreciation rights;

•

Restricted shares;

•

Restricted share units; and

•

Other forms of awards authorized by the Amended 2013 Plan.

These forms of awards may have a performance feature under which the award is ~~entitled~~not earned unless performance goals are achieved.

Minimum Vesting Requirements

The Amended 2013 Plan mandates a minimum one-year vesting period for all awards granted thereunder, except that up to 5% of the shares available for grant as of the Amendment Effective Date may be made subject to awards that do not have such a minimum vesting requirement. The minimum vesting requirement does not apply to substitute awards or to awards granted to non-employee directors which vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of the Company’s shareholders (provided such next annual meeting is at least 50 weeks after the immediately preceding year’s annual meeting). The minimum vesting requirement does not prevent the Company from granting awards that contain rights to accelerated vesting on a termination of employment or service or otherwise accelerating vesting, as provided in the Amended 2013 Plan.

Stock Option Awards

Under the Amended 2013 Plan, stock option awards entitle a participant to purchase shares of Arconic common stock during the option term at a fixed price that may not be less than the fair market value of the Company’s common stock on the date of grant, except in connection with an adjustment upon a capitalization event or as provided for substitute awards (see “Adjustment Provision” and “Substitute Awards” below). The maximum term of stock options granted is ten years. The Committee has discretion to cap the amount of gain that may be obtained in the exercise of the stock option. The option price must be paid in full by the participant upon exercise of the option, in cash, shares or other consideration having a fair market value equal to the option price or by a combination of cash, shares or other consideration specified by the Committee.

Stock Appreciation Rights

A stock appreciation right (SAR) entitles the holder to receive, on exercise, the excess of the fair market value of the shares on the exercise date (or, if the Committee so determines, as of any time during a specified period before the exercise date) over the SAR grant price. The SAR grant price is set by the Committee and may not be less than the fair market value of the Company’s common stock on the date of grant, except in connection with an adjustment upon a capitalization event or as provided for substitute awards. The Committee may grant SAR awards as stand-alone awards or in combination with a related stock option award under the Amended 2013 Plan. Payment by the Company upon exercise will be in cash, stock or other property or any combination of cash, stock or other property as the Committee may determine. The Committee has discretion to cap the amount of gain that may be obtained in the exercise of a stock appreciation right. The maximum term of stock appreciation rights is ten years, or if granted in tandem with an option, the expiration date of the option.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

Restricted Shares

A restricted share is a share issued with such contingencies or restrictions as the Committee may impose. Until the conditions or contingencies are satisfied or lapse, the stock is subject to forfeiture. A recipient of a restricted share award has the right to vote the shares and receive dividends on them upon vesting, unless the Committee determines otherwise. If the participant ceases to be an employee before the end of the contingency period, the award is forfeited, subject to such exceptions as authorized by the Committee.

Restricted Share Units

A restricted share unit is an award of a right to receive, in cash or shares, as the Committee may determine, the fair market value of one share of Company common stock, on such terms and conditions as the Committee may determine.

Other Awards

Other awards of shares and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares or other property may be granted to eligible individuals, subject to such terms and conditions as approved by the Committee.

Performance Awards

A performance award may be in any form of award permitted under the Amended 2013 Plan. We have in the past granted performance awards in the form of restricted share units. The Committee may select periods of at least one year during which performance criteria chosen by the Committee are measured for the purpose of determining the extent to which a performance award has been earned. The Committee decides whether the performance levels have been achieved, what amount of the award will be paid and the form of payment, which may be cash, stock or other property or any combination thereof. Unless otherwise determined by the Committee, performance awards granted to executive officers will be subject to additional terms (see “Performance Awards Granted to Executive Officers” below).

Dividends and Dividend Equivalents

No dividends or dividend equivalents may be paid on stock options or stock appreciation rights. Dividend equivalents may not be paid on any unvested restricted share units but will be accrued and paid only if and when the restricted share units vest. No dividends or dividend equivalents may be paid on unearned performance-based restricted share units. In no event will any other award under the Amended 2013 Plan provide for the participant’s receipt of dividends or dividend equivalents in any form prior to the vesting of such award or applicable portion of such award.

Substitute Awards

The Committee may grant awards to employees of companies acquired by Arconic or a subsidiary in exchange or substitution for, or upon assumption of, outstanding stock-based awards issued by the acquired company. Shares covered by substitute awards will not reduce the number of shares otherwise available for award under the Amended 2013 Plan.

Stock Option and SAR Repricing Prohibited

The Amended 2013 Plan prohibits repricing of stock options or stock appreciation rights without shareholder approval. Repricing means the cancellation of an option or stock appreciation right in exchange for cash or other awards at a time when the exercise price of such option or stock appreciation right is higher than the fair market value of a share of the Company’s stock, the grant of a new stock option or stock appreciation right with a lower exercise price than the original option or stock appreciation right, or the amendment of an outstanding award to reduce the exercise price. The grant of a substitute award (as described above) is not a repricing, nor is an adjustment upon a capitalization event.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

Non-Employee Director Compensation Limit

Notwithstanding any other provision in the Amended 2013 Plan or in any Company policy regarding non-employee director compensation, the maximum amount of total compensation payable to a non-employee director for services in a calendar year may not exceed $750,000, calculated as the sum of (i) the grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of all awards payable in shares and the maximum cash value of any other award granted under the Amended 2013 Plan, plus (ii) cash compensation in the form of Board and committee retainers and meeting or similar fees. Compensation counts towards this limit for the calendar year in which it is granted or earned by a non-employee director, and not later when distributed, in the event it is deferred.

Adjustment Provision

The Amended 2013 Plan defines certain transactions with our shareholders, not involving our receipt of consideration, that affect the shares or the share price of the Company’s common stock as “equity restructurings” (e.g., a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend). In the event that an equity restructuring occurs, the Committee will adjust the terms of the Amended 2013 Plan and each outstanding award as it deems equitable to reflect the equity restructuring, which may include (i) adjusting the number and type of securities subject to each outstanding award and/or adjusting the number of shares available under the Amended 2013 Plan or the individual award limitations, (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance targets or other criteria included in, outstanding awards; and (iii) granting new awards or making cash payments to participants. Such adjustments will be nondiscretionary, although the Committee will determine whether an adjustment is equitable.

Other types of transactions may also affect the Company’s common stock, such as a dividend or other distribution, reorganization, merger or other changes in corporate structure. In the event that there is such a transaction, which is not an equity restructuring, or in the case of other unusual or nonrecurring transactions or events or changes in applicable laws, regulations or accounting principles, the Committee will determine, in its discretion, whether any adjustment to the Amended 2013 Plan and/or to any outstanding awards is appropriate to prevent any dilution or enlargement of benefits under the Amended 2013 Plan or to facilitate such transactions or events or give effect to such changes in laws, regulations or principles.

Consideration for Awards

Unless otherwise determined by the Committee, and except as required to pay the purchase price of stock options, recipients of awards are not required to make any payment or provide consideration other than rendering of services.

Transferability of Awards

Awards may be transferred by laws of descent and distribution or to a guardian or legal representative or, unless otherwise provided by the Committee or limited by applicable laws, to family members or a trust for family members; provided however, that awards may not be transferred to a third party for value or consideration.

Change in Control Provisions

The definition of change in control generally provides that if one of the following events has occurred, a change in control of Arconic will have happened: (i) the acquisition by an individual, entity or group of 30% or more of the Company’s common stock or the combined voting power of all voting securities of the Company, subject to certain exceptions, (ii) individuals who, as of May 24, 2017, constituted the Board (the “Incumbent Board”) ceasing for any reason to constitute at least a majority of the Board, subject to certain exceptions providing, in general, that directors joining the Board after May 24, 2017 whose election or nomination is approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered members of the Incumbent Board, (iii) the consummation of certain corporate transactions involving the Company, and (iv) approval by the shareholders of the Company of a plan of complete liquidation or dissolution of the Company.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

The Amended 2013 Plan provides for double-trigger equity vesting in the event of a change in control. If outstanding awards under the Amended 2013 Plan are replaced by the acquirer or related entity in a change in control of the Company, those replacement awards will not immediately vest on a “single trigger” basis, but would accelerate only if the participant is terminated without cause or quits for good reason (as those terms are defined in the Arconic Inc. Change in Control Severance Plan) within 24 months following the change in control. If outstanding awards under the Amended 2013 Plan are not exchanged for replacement awards in the event of a change in control, unless the Committee determines otherwise at the time of grant of a particular award:

•

all outstanding stock option and SAR awards vest and are immediately exercisable; and

•

any restrictions, conditions or limitations on restricted share awards, restricted share units or other share unit awards lapse.

In the event of a change in control of the Company, all performance awards will be earned at the target amount of shares covered by the award if the change in control event occurs when less than 50% of the performance period has been completed, or at the actual amount of the award if the change in control event occurs when 50% or more of the performance period has been completed. Such earned performance awards then continue to vest in accordance with their original schedule unless they are not exchanged for replacement awards, in which case the treatment described above for time-based awards will apply.

Clawback

The Amended 2013 Plan contains a clawback feature reflecting the policy previously adopted by the Company and further authorizes the Company to recover from participants awards or payments as may be required under any Company recoupment policy then in effect or any recoupment requirement imposed by applicable laws, including pursuant to the Dodd-Frank Act. See “Corporate Governance — Recovery of Incentive Compensation” on page 31. In addition, the Amended 2013 Plan authorizes cancellation of awards if a participant engages in certain specified conduct that is injurious to the Company or any subsidiary or if cancellation is necessary to comply with applicable laws or due to the inability or impracticability of the Company to obtain or maintain approval from any regulatory body whose approval is necessary to lawfully grant awards or issue or sell shares under the Amended 2013 Plan.

Performance Awards Granted to Executive Officers

The Amended 2013 Plan establishes the following rules for the grant and administration of performance awards granted to executive officers, unless otherwise expressly determined by the Committee:

The vesting and payment of performance awards (other than options or stock appreciation rights) will be subject to achievement by the Company on a consolidated basis, or by specified subsidiaries, business divisions or business units and/or the individual executive officer of performance goals established by the Committee within the first 25% of the performance period, which will be one year or longer. Performance goals may be based on measures including, without limitation, (i) GAAP or non-GAAP metrics, (ii) total shareholder return or other return-based metrics, (iii) operational, strategic, corporate or personal professional objectives, (iv) sustainability or compliance targets or (v) any other metric that is capable of measurement as determined by the Committee. In addition, performance goals may be calculated to exclude special or unusual items or to take into account items such as fluctuations in market forces or foreign currency exchange rates. The Committee may adjust downward the amount payable on vesting of a performance award (other than an option or stock appreciation right) but may not adjust upward and may not waive the achievement of the performance goals. The annual limits on performance awards per executive officer are: 1,500,000 shares if the award is in the form of restricted shares or restricted share units; 3,333,333 shares if the award is in the form of stock options or stock appreciation rights; and $15 million in value if the award is paid in property other than shares.

Performance awards granted to covered executive officers under the 2013 Plan that were intended to qualify as deductible “performance-based compensation” under Section 162(m) of the Code as in effect prior to its amendment by the Tax Cuts and Jobs Act continue to be governed by the applicable provisions of the 2013 Plan relevant to such qualified awards, notwithstanding the amendments adopted in the Amended 2013 Plan.

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2019 Proxy Statement

Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

Tax Aspects of the Amended 2013 Plan

The following is a summary of the U.S. federal income tax consequences applicable to equity awards under the Amended 2013 Plan based on current U.S. federal income tax laws. The Amended 2013 Plan is not qualified under Section 401(a) of the Code. The summary is general in nature and is not intended to cover all tax consequences that may apply to a particular employee, director or to our company. The provisions of the Code and regulations thereunder relating to these matters are complicated, may change and their impact in any one case may depend upon the particular circumstances. Further, this summary does not discuss the tax consequences of a participant’s death or the provisions of any income tax laws of any municipality, state or foreign country in which a participant may reside.

The grant of a nonqualified stock option or SAR under the Amended 2013 Plan has no U.S. federal income tax consequences for a U.S. citizen or resident or the Company. Upon exercise of a stock option or SAR, the participant realizes ordinary income and Arconic may take a tax deduction, subject to the limits of Section 162(m) of the Code. The amount of this deduction (subject to Section 162(m) of the Code) and income is equal to the difference between the fair market value of the shares on the date of exercise and the fair market value of the shares on the grant date. The Committee may permit or require participants to surrender Arconic shares in order to satisfy the required withholding tax obligation.

Regarding Amended 2013 Plan awards (other than options or stock appreciation rights) that are settled either in cash or in stock or other property that is either transferable or not subject to substantial risk of forfeiture (e.g., restricted share unit awards), a U.S. citizen or resident must recognize ordinary income equal to the cash or the fair market value of shares or other property received. Arconic may take a deduction at the same time and for the same amount, subject to the limits of Section 162(m) of the Code. If required, income tax must be withheld on the income recognized by the participant.

Regarding Amended 2013 Plan awards (other than options or SARs) that are settled in stock or other property that is subject to contingencies restricting transfer and to a substantial risk of forfeiture (e.g., restricted share awards), a U.S. citizen or resident will generally recognize ordinary income equal to the fair market value of the shares or other property received (less any amount paid by the participant) when the shares or other property first become transferable or not subject to substantial risk of forfeiture, whichever occurs first. Arconic may take a deduction at the same time and for the same amount, subject to the limits of Section 162(m) of the Code.

Section 162(m) of the Code, as amended by the Tax Cuts and Jobs Act of 2017, limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for the compensation paid to the corporation’s chief executive officer, chief financial officer and certain of the corporation’s current and former executive officers. Prior to the enactment of the Tax Cuts and Jobs Act, Section 162(m)’s deductibility limitation was subject to an exception for compensation meeting the requirements of “qualified performance-based compensation.” Stock options and certain performance awards granted under the 2013 Plan (together, “Outstanding Qualified Performance-Based Awards”) were intended to qualify for such exception. The Tax Cuts and Jobs Act has eliminated the exception for qualified performance-based compensation, effective for tax years beginning after 2017. Accordingly, any amount payable to covered executive officers pursuant to such Outstanding Qualified Performance-Based Awards or otherwise in excess of $1 million per year will be deductible only if it qualifies for limited transition relief applicable to certain written binding contracts in effect on November 2, 2017. Although Outstanding Qualified Performance-Based Awards continue to be governed by the applicable terms of the 2013 Plan as in effect prior to the adoption of the Amended 2013 Plan, due to the uncertain scope of the transition relief, no assurances can be given that amounts payable pursuant to such awards will in fact be deductible.

Section 409A of the Code imposes certain requirements on non-qualified deferred compensation arrangements. These include requirements on an individual’s election to defer compensation and the individual’s selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (i.e., the individual’s separation from service, a predetermined date, or the individual’s death). Section 409A imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Section 409A requires that such individual’s distribution commence no earlier than six months after such officer’s separation from service.

Certain awards under the Amended 2013 Plan may be designed to be subject to the requirements of Section 409A in form and in operation. For example, restricted share units that provide for a settlement date following the vesting date (or such other date on which the awards become nonforfeitable) may be subject to Section 409A. If an award under the Amended 2013 Plan is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income

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Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20% federal penalty tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

If the Committee determines that an award, payment, distribution, transaction or other action would cause a participant to become subject to taxes or penalties under Section 409A of the Code, unless otherwise determined by the Committee, such award will not be given effect and the related provisions of the Amended 2013 Plan or award agreement will be modified as necessary to comply with Section 409A of the Code, without consent of or notice to the participant.

The Committee may adjust awards to participants who are not U.S. citizens or U.S. residents to recognize differences in local law or tax policy and may impose conditions on the exercise or vesting of awards to minimize tax equalization obligations for expatriate employees.

Recent Share Price

On March 25, 2019, the closing market price for Arconic common stock on the New York Stock Exchange was
$18.60 per share.

New Plan Benefits

Future awards to employees and officers under the Amended 2013 Plan are generally made at the discretion of the Committee, or, in the case of director awards, at the discretion of the Board of Directors upon the recommendation of the Governance and Nominating Committee of the Board and subject to the parameters and compensation limits of the Amended 2013 Plan, or pursuant to a deferral election by a non-employee director under the terms of the Company’s Amended and Restated Deferred Fee Plan for Directors. Therefore, the benefits and amounts that will be received or allocated under the Amended 2013 Plan in the future are generally not determinable at this time.

However, as discussed above under “Director Compensation,” under our current Non-Employee Director Compensation Policy, each non-employee director of the Company following the 2019 Annual Meeting will be granted, on the second market trading day following the date of the meeting, an annual restricted share unit award with a grant date value equal to $150,000.

Prior Grants to Named Executive Officers and Other Employees

On November 1, 2016, Alcoa Inc. separated into two standalone companies — Arconic Inc. (the new name for Alcoa Inc.) and Alcoa Corporation. Prior to the separation, awards covering 14,717,891 shares of Alcoa Inc. common stock had been granted under the 2013 Plan, which number of shares has been adjusted to reflect a 1-for-3 reverse stock split effected on October 5, 2016 but has not been adjusted to reflect the effect of the separation. Following the reverse stock split and the separation, from November 1, 2016 to March 15, 2019, awards covering 11,480,452 shares of Arconic common stock have been granted under the 2013 Plan. All of the foregoing share amounts include any performance adjustments made on earned performance restricted share units but do not reflect any forfeitures.

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Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares (continued)

The following table shows, as of March 15, 2019 information regarding the grants of those awards among the persons and groups identified below. No awards have been granted under the 2013 Plan to any associate of any of our directors (including nominees) or executive officers.

Prior Grants under the 2013 Plan1

		Performance RSUs
Name and Position	Options & RSUs No. of Shares	Target No. of Shares	Maximum No. of Shares
Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer	196,590	145,030	290,060
Timothy D. Myers Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions	118,034	130,040	260,080
Katherine H. Ramundo Executive Vice President, Chief Legal Officer and Secretary	149,037	124,810	249,620
Chip Blankenship2 Former Chief Executive Officer	636,900	225,020	450,040
David P. Hess3 Former Interim Chief Executive Officer	123,210	N/A	N/A
Mark J. Krakowiak2 Former Executive Vice President, Strategy and Development	27,760	N/A	N/A
Eric V. Roegner2 Former Executive Vice President and Group President, Engineered Products and Solutions	124,940	48,690	97,380
Current Executive Officers as a Group4:	714,896	420,460	840,920
Current Non-Executive Directors as a Group:	234,792	N/A	N/A
All Employees who are not Executive Officers, as a Group:	10,137,325	383,580	767,160

The number of awards granted is presented to reflect the 3-for-1 reverse stock split and on a post-separation basis but without applying the fungible equity pool protocol that we use when counting grants against our share reserve, whereby each share subject to a grant of a stock option or stock appreciation right is counted against the share reserve as one share of common stock, and each share subject to a grant of a full value award (including restricted share units and performance restricted share units) is counted against the share reserve as 2.33 shares of common stock.

As none of Messrs. Blankenship, Krakowiak, and Roegner were retirement-eligible at the time of their separation from employment, any unvested awards were forfeited, including a portion of the awards listed for Messrs. Blankenship and Roegner and the entirety of the awards granted to Mr. Krakowiak. See the notes to the “2018 Summary Compensation Table.”

Reflects Mr. Hess’s only award granted to him as Interim CEO and does not include any awards received while serving as a non-executive director, which are included in the total for “Current Non-Executive Directors as a Group.”

Excludes any awards received by Messrs. Plant and Doty while serving as non-executive directors, which are included in the total for “Current Non-Executive Directors as a Group.”

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Equity Compensation Plan Information

The following table sets forth information about Arconic’s common stock that could be issued under the Company’s equity compensation plans as of December 31, 2018.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted- average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders1	17,430,3551	$24.95	18,850,6102
Equity compensation plans not approved by security holders	—	—	—
Total	17,430,3551	$24.95	18,850,6102

The above table reflects grants as of December 31, 2018, and does not reflect grants made in 2019, including annual awards with a grant date of February 28, 2019 and employment inducement awards granted on February 15, 2019 of 1,000,000 restricted share units granted to Chairman and CEO, John C. Plant, and 385,000 restricted share units granted to President and COO, Elmer L. Doty. The inducement awards did not count under plan limits as they were granted outside of the Company’s stock incentive plans pursuant to the exemption from shareholder approval under the NYSE’s Listed Company Manual Rule 303A.08.

Includes the 2013 Plan (approved by shareholders in May 2018, May 2016 and May 2013) and 2009 Alcoa Stock Incentive Plan (approved by shareholders in May 2009). Also includes 56,625 stock options resulting from the merger conversion of RTI Metals employee equity. Table amounts are comprised of the following:

•

10,302,451 stock options

•

167,709 performance options

•

5,843,092 restricted share units

•

1,117,103 performance share awards (468,320 granted in 2018 at target)

The 2013 Plan authorizes, in addition to stock options, other types of stock-based awards in the form of stock appreciation rights, restricted shares, restricted share units, performance awards and other awards. The shares that remain available for issuance under the 2013 Plan may be issued in connection with any one of these awards. Up to 46,666,667 shares may be issued under the plan. Any award other than an option or a stock appreciation right shall count as 2.33 shares. Options and stock appreciation rights shall be counted as one share for each option or stock appreciation right. In addition, the 2013 Plan provides the following are available for grant under the 2013 Plan: (i) shares that are issued under the 2013 Plan, which are subsequently forfeited, cancelled or expire in accordance with the terms of the award and (ii) shares that had previously been issued under prior plans that are outstanding as of the date of the 2013 Plan which are subsequently forfeited, cancelled or expire in accordance with the terms of the award.

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2019 Proxy Statement

Item 5 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 Avenue, 2M, Great Neck, NY 11021, sponsored this proposal.

The Board of Directors recommends a vote “AGAINST” ITEM 5, the shareholder proposal, for the reasons set forth following the proposal.

The text of the shareholder proposal follows:

“Proposal 5 – Special Shareholder Meeting

Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting.

Special shareholder meetings allow shareholders to vote on ~~any matter presented~~important matters, such as electing new directors that can arise between annual meetings. This proposal topic won more than 70%-support at ~~the~~Edwards Lifesciences and SunEdison. This proposal topic, sponsored by William Steiner, also won 78% support at a Sprint annual meeting with 1.7 Billion yes-votes. Nuance Communications (NUAN) shareholders gave 94%-support in 2018 to a rule 14a-8 proposal calling for 10% of shareholders to call a special meeting.

~~The~~Our current higher 25%-threshold for shareholders to call a special meeting ~~will~~may be ~~held~~unreachable due to the baked-in time constraints and the detailed technical requirements that can easily trigger disqualifying errors by shareholders.

It is a good incentive to improve the corporate governance rules of our company after our stock has fallen from $23 to $20 in the 5-years leading up to the due date for this proposal. Also, John Plant, our Chairman, and Arthur Collins, who chaired our executive pay committee, each received about 7-times as many negative votes as certain other Arconic directors.

Any claim that a shareholder right to call a special meeting can be costly—may be moot. When shareholders have a good reason to call a special meeting—our board should be able to take positive responding action to make a special meeting unnecessary.

Please vote yes:

Special Shareholder Meeting—Proposal 5.”

Board of Directors’ Statement in Opposition

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 ~~purposes:~~reasons.

1.
The Board of Directors is committed to good governance practices and has previously approved amendments to the Company’s governing documents to permit shareholders to request special meetings.

Background. In 2013, the Board of Alcoa Inc., the Company’s predecessor, approved amendments to ~~vote~~the Company’s governing documents to permit special meetings to be called by holders of 25% of the Company’s outstanding common stock, subject to customary holding period and procedural requirements, and shareholders approved these amendments with 96.7% of the votes cast. In 2017, in connection with the Company’s reincorporation from Pennsylvania to Delaware, the Board approved that the new Delaware Certificate of Incorporation and Bylaws of the Company would provide shareholders with substantially the same right to call special meetings as provided under the previous Pennsylvania governing documents. The Delaware Certificate of Incorporation and Bylaws became effective on aDecember 31, 2017, the date of the reincorporation, and was approved by more than 98% of the votes cast by shareholders on the proposal to approve the merger ~~(the ‘‘Reincorporation Merger’’)~~to effect the reincorporation. More recently, at the 2018 Annual Meeting, Arconic’s shareholders had an opportunity to review and vote on a shareholder proposal to adopt a 10% ownership threshold for the right to call special meetings. A significant majority of votes cast at that meeting voted AGAINST adopting a 10% threshold.

Current Ownership Threshold is Consistent with Market Practice and Strikes an Appropriate Balance. The Board continues to believe that a 25% ownership threshold for the ~~Company~~right to call special meetings, as provided in the Company’s current Certificate of Incorporation and Bylaws, is consistent with market practice and strikes an appropriate balance

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Item 5 Shareholder Proposal (continued)

between enhancing shareholder rights and protecting against the risk that shareholders with small minority ownership interests, including shareholders with special interests, could call special meetings that potentially cause disruption and substantial costs to be incurred by the vast majority of shareholders. Arconic’s current 25% threshold is equal to or lower than the comparable threshold adopted by approximately 66% of corporations in the S&P 500 Index that permit shareholders to call a ~~newly formed direct wholly owned subsidiary~~special meeting. In addition, by reducing the ownership threshold to 10%, a small minority of our shareholders (currently as few as one shareholder) could use the ~~Company incorporated~~special meeting platform to advance their own agenda, without regard to the interests of Arconic and its broader shareholder base.

The Board believes special meetings should only be called to consider extraordinary events that are of interest to a broad shareholder base and that need immediate attention prior to the next annual meeting. For example, the Board has called two special meetings during the past three years in connection with important proposals, including proposals relating to the Company’s reincorporation from Pennsylvania to Delaware, ~~(‘‘Arconic Delaware’’)~~demonstrating that the Board is prepared to call special meetings where appropriate. However, special meetings are expensive and require significant legal, administrative, printing and distribution costs, and can potentially divert the attention of directors and management away from their oversight and operational responsibilities, respectively, in order to ~~effect~~address the ~~change~~details of holding a special meeting. Such a diversion could potentially operate against the best interests of our shareholders overall, in order to serve the narrow interests of the shareholders requesting the special meeting.

Other Shareholder Rights. The Board believes that the Company’s current special meeting shareholder right should be considered in the context of Arconic’s overall corporate governance, including the shareholder rights provided under its Certificate of Incorporation and Bylaws. In addition to the existing right of holders of 25% of Arconic’s outstanding common stock to call a special meeting, Arconic has:

•

a declassified Board, providing shareholders with the opportunity to elect all members of the Board on an annual basis;

•

no supermajority voting provisions in its Certificate of Incorporation and Bylaws;

•

a proxy access bylaw, which allows eligible shareholders or groups of shareholders to include director nominees for up to the greater of two candidates or 20% of the Board in the Company’s annual proxy materials;

•

provided shareholders with the ability to take action without a meeting if written consent is received from shareholders holding not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares of Arconic stock entitled to vote thereon were present and voted;

•

changed the Company’s jurisdiction of incorporation from Pennsylvania to Delaware, ~~(the ‘‘Reincorporation’’);~~a leading jurisdiction with a comprehensive and coherent set of corporate laws that are responsive to the evolving legal and business needs of corporations organized under Delaware law;

2.•

executive compensation programs to ~~vote on a proposal to approve, on an advisory basis, that~~reflect the ~~certificate of incorporation of Arconic Delaware following the Reincorporation (the ‘‘Delaware Certificate’’) will not contain any supermajority voting requirements;~~

to vote on 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;Company’s financial and strategic goals; and

4.•

a Finance Committee of the Board to ~~transact~~review and provide advice and counsel regarding the Company’s capital structure, financing transactions, significant transactions such as acquisitions and divestitures, and other ~~business as may properly come before the meeting or any adjournment or postponement thereof.~~financial matters.

~~If our~~In addition, shareholders ~~approve~~have numerous other protections and ways to make their voice heard, including through Arconic’s robust shareholder engagement efforts and the ~~Reincorporation Merger~~fact that under Delaware law and New York Stock Exchange rules, Arconic must submit certain important matters to ~~effect~~a shareholder vote, including mergers, large share issuances, the ~~Reincorporation,~~adoption of equity compensation plans and ~~Arconic effects it, the Reincorporation will become effective at the effective time of the Reincorporation Merger (the ‘‘Effective Time’’), pursuant~~amendments to the ~~filings of the Statement of Merger in the Pennsylvania Department of State and the~~Company’s Certificate of ~~Merger with~~Incorporation.

Board Recommends a Vote Against this Proposal. The existing 25% threshold protects shareholder interests by ensuring that special meeting matters are (i) of concern to a significant number of shareholders, (ii) worth the ~~Delaware Secretary of State effecting the Reincorporation Merger (together, the ‘‘Merger Certificates’’). Assuming approval by our shareholders,~~significant expense to the Company, ~~currently expects~~and (iii) not an unnecessary distraction to the ~~Effective Time~~Board and management. Based on the foregoing, the Board believes the adoption of the Reincorporation Merger to occur on or about December 31, 2017. However, even if shareholders approve the Reincorporation Merger to effect the Reincorporation, Arconic may delay the Effective Time of the Reincorporation Merger or abandon the Reincorporation if the Arconic Board of Directors determines that such actionthis proposal for a 10% threshold is unnecessary and not in the best interests of Arconic ~~and our~~or its shareholders.

~~Recommendation of the Board of Directors~~

The Board of Directors recommends ~~that you~~a vote ~~FOR~~“AGAINST” ITEM 5, the shareholder proposal, ~~to approve~~for 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.~~reasons discussed above.

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

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

If you were a holder of record of Arconic common stock, par value $1.00 per share (the “common stock”), at the close of business on ~~[ ], 2017,~~March 25, 2019, you are eligible to vote at the ~~special~~annual meeting. For each matter presented for vote, you have one vote for each share you own.

What is the difference between holding shares as a shareholder of record/registered shareholder and as a beneficial owner of shares?

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

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. 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.

How can I attend the annual meeting?

If you plan to attend the meeting, you will need an admission ticket. You may attend the meeting if you were a shareholder as of the close of business on March 25, 2019. Only shareholders and authorized guests of the Company may attend the meeting and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification).

Shareholder of Record. If you are a shareholder of record and would like an admission ticket to the annual meeting, have your Notice of Internet Availability of Proxy Materials (“Notice”) available and call 1-866-804-9594 or visit www.ArconicAdmissionTicket.com and follow the instructions provided.

Beneficial Owner of Shares. If you hold your shares in street-name (i.e., through an account at a bank, brokerage firm or similar organization) and would like an admission ticket to attend the meeting, please direct such requests to: Corporate Election Services, P.O. Box 125, Pittsburgh, PA 15230-0125, or call 1-877-382-0000 or email ArconicAgent@ProxyAgent.com. Please include proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement. Street-name holders planning on voting in person at the annual meeting must provide a “legal proxy” from their bank or broker.

Will the annual meeting be webcast?

Yes, our annual meeting will be webcast live on May 14, 2019. You are invited to visit http://www.arconic.com under “Investors — Annual Meeting” at 8:00 a.m. Eastern Time on May 14, 2019, to access the webcast of the meeting. An archived copy of the webcast also will be available on our website.

How do I 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~~by calling the toll-free ~~telephone~~ number on the proxy card, or through the Internet, ~~using~~following the procedures and instructions described 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 instructions have been recorded properly.

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Questions and Answers About the Meeting and Voting (continued)

By ~~Written Proxy.~~Mail. All shareholders of record can also vote by ~~written~~mail, by signing, dating and returning the proxy card. If you are a shareholder of record and ~~receive~~received 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~~3 regarding how to ~~obtain an admission ticket to~~ attend the ~~special~~annual 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 approval, on an advisory basis, that the Delaware Certificate will not contain any supermajority voting requirements and~~ ~~FOR~~ ~~the approval, 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.

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

IfYour broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the annual meeting (except on the ratification of the selection of PricewaterhouseCoopers LLP as auditors for 2019), unless you ~~are a beneficial owner of shares of common stock, you can vote~~provide specific instructions 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 telephone or the 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~~that entity and bring it with you to hand in with your ballot. See Question ~~5 below~~3 regarding how to obtain an admission ticket to the ~~special~~annual meeting.

How do I ~~get an admission ticket to attend~~vote if I participate in one of the ~~special meeting?~~employee savings plans?

You ~~may attend~~must provide the ~~special meeting if you were a shareholder as~~trustee of the ~~close~~employee savings plan with your voting instructions in advance of ~~business~~the 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 annual 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 May 12, 2019.

Can I change my vote?

There are several ways in which you may revoke your proxy or change your voting instructions before the ~~record date. If you plan to attend~~time of voting at the meeting (please note that, in order to be counted, the revocation or change must be by 6:00 a.m. Eastern Time on May 14, 2019, or by 6:00 a.m. Eastern Time on May 12, 2019, in the case of instructions to the trustee of an 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 vote in person at the annual meeting;

•

Shareholders of record may notify Arconic’s Corporate Secretary 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.

Only the latest validly executed proxy that you submit will ~~need an admission ticket. If you are a registered shareholder, have your Notice available and call [ ] or visit [ ] and follow the~~be counted.

2Is 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 contested proxy solicitation;

•

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

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~~instructions provided.~~

2019 Proxy Statement

Questions and Answers About the Meeting and Voting (continued)

•

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

Corporate Election Services, the independent proxy tabulator used by Arconic, counts the votes and acts as the inspector of election for the 2019 Annual Meeting.

10.

What constitutes a “quorum” for the meeting?

A quorum consists of a majority of the outstanding shares, present at the meeting or represented by proxy. A quorum is necessary to conduct business at the annual meeting. You are part of the quorum if you have 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.

11.

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.”

12.

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

At the close of business on March 25, 2019, the record date for the meeting, Arconic had outstanding 453,083,173 shares of common stock. 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 in person or represented by proxy at the meeting and entitled to 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 majority of the votes cast at the meeting in respect of his or her election, meaning 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. Broker non-votes and abstentions will have no impact, as they are not counted as votes cast for this purpose.

13.

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 or email~~with respect to ~~diane.thumma@arconic.com. Please include~~ a ~~copy~~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 ~~your~~PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2019 (Item 2) is considered a “discretionary” item. This means that brokerage ~~account statement or a legal proxy (which you can obtain~~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 ~~your broker, bank or other financial institution),~~their clients on these matters may not vote on these proposals.

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2019 Proxy Statement

Questions and ~~we will send you an admission ticket.~~Answers About the Meeting and Voting (continued)

14.

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

If you are a shareholder of record or participate in Arconic’s Dividend Reinvestment and Stock Purchase Plan or employee savings plans, you will receive one Notice (or if you are an employee with an Arconic 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 (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.

~~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 [ ], Eastern Time, on [ ], 2017.

~~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 [ ], Eastern Time, on [ ], 2017, or by [ ], Eastern Time, on [ ], 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.~~

~~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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~~[ ], the independent proxy tabulator used by Arconic, counts the votes and acts as the judge of election for the special meeting.~~

~~10.~~

~~What happens if I do not instruct my broker how to vote?~~

Under New York Stock Exchange (‘‘NYSE’’) rules, the proposals to approve the Reincorporation Merger to effect the Reincorporation, to approve, on an advisory basis, that the Delaware Certificate will not contain supermajority voting requirements and to approve, on an advisory basis, that the Board of Directors of Arconic Delaware will be elected on an annual basis following the Reincorporation, are each considered ‘‘non-discretionary’’ items. This means that brokerage firms may ~~not~~ exercise discretionary authority on behalf of clients (beneficial owners) who have not furnished voting instructions regarding any of the proposals to be voted on at the special meeting—brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals. Therefore, if you hold your shares in street name, it is important that you cast your vote by instructing your bank, broker or other nominee on how to vote if you want your vote to be counted at the special meeting.

~~11.~~

~~What constitutes a ‘‘quorum’’ for the special meeting?~~

A quorum consists of a majority of the outstanding shares, present at the meeting or represented by proxy. A quorum is necessary to conduct business at the special meeting. You are part of the quorum if you have voted by proxy. 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 unless you vote to abstain on all proposals, in which case your shares will not be counted as present for purposes of determining the presence of a quorum.

~~12.~~15.

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

At the close of business on the record date for the special meeting, Arconic had outstanding [ ] shares of common stock. Each share of common stock outstanding on the record date is entitled to one vote for each of the proposals to be voted on. Shares of preferred stock will not be entitled to vote on any of the proposals at the special meeting.

Under Pennsylvania law, the proposals to approve the Reincorporation Merger to effect the Reincorporation, to approve, on an advisory basis, that the Delaware Certificate will not contain supermajority voting requirements and to approve, on an advisory basis, that the Board of Directors of Arconic Delaware will be elected on an annual basis following the Reincorporation each requires the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon. ‘‘Votes cast’’ on these proposals means votes ‘‘for’’ or ‘‘against’’ a particular proposal, whether by proxy or in person. Abstentions are not considered ‘‘votes cast’’ on these proposals and therefore have no effect on the outcome of these proposals.

~~13.~~

~~Who pays for the solicitation of proxies?~~

Arconic pays the cost of soliciting proxies. Proxies will be solicited on behalf of the Board of Directors by mail, telephone, other electronic means or in person. We have retained Innisfree M&A Incorporated (‘‘Innisfree’’), 501 Madison Avenue, New York, NY 10022, to assist with the solicitation for an estimated fee of $[ ], plus expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their votes.

~~14.~~

~~What is ‘‘householding’’~~“householding”?

Shareholders of record who have the same last name and address and who request paper copies of the proxy materials will receive only one copy unless one or more of them notifies us that they wish to receive individual copies. This method of delivery, known as ~~‘‘householding,’’~~“householding,” will help ensure that shareholder households do not receive multiple copies of the same document, helping to reduce our printing and postage costs, as well as saving natural resources. Householding will not in any way affect dividend check mailings.

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We will deliver promptly upon written or oral request a separate copy of the Annual Report, Proxy Statement, or other proxy ~~statement or Notice of Internet Availability of Proxy Materials~~materials, as applicable, to a security holder at a shared address to which a single copy of the document was delivered. Please direct such requests to ~~Diane Thumma at Arconic Inc., 201 Isabella Street,~~Corporate Election Services, P.O. Box 125, Pittsburgh, PA ~~15212-5858, Attention: Diane Thumma,~~15230-0125, or at 1-877-382-0000 or email to ~~diane.thumma@arconic.com~~papercopy@sendmaterial.com ~~or call 1-412-553-1245.~~.

Shareholders of record may request to begin or to discontinue householding in the future by contacting our transfer agent, Computershare, at 1-888-985-2058 (in the United States and Canada), 1-201-680-6578 (all other locations), by ~~regular~~ mail to Computershare, P.O. Box 505000, Louisville, KY 40233-5000 ~~by overnight delivery to Computershare, 462 South 4th Street Suite 1600 Louisville, KY 40202,~~ or through the Computershare website, www.computershare.com. Shareholders owning their shares through a bank, broker or other nominee may request to begin or to discontinue householding by contacting their bank, broker or other nominee.

~~15.~~

16.

~~Who should~~May I ~~contact if I have any questions?~~nominate someone to be a director of Arconic?

~~Shareholders with questions or who need assistance in voting their shares may call Innisfree toll-free at (877) 750-5836. Banks~~Yes, please see “Nominating Board Candidates—Procedures and ~~brokers may call collect at 1-212-750-5833.~~

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~~PROPOSALS~~

~~The Proposals~~

~~Arconic is asking shareholders to:~~

approve the merger of the Company with a newly formed direct wholly owned subsidiary of the Company incorporated in Delaware (‘‘Arconic Delaware’’ or, following the Reincorporation, the ‘‘Company’’) in order to effect the change of the Company’s jurisdiction of incorporation from Pennsylvania to Delaware;

~~approve,~~Director Qualifications” on ~~an advisory basis, that the Delaware Certificate will not contain any supermajority voting requirements; and~~

~~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.~~

On [ ], 2017, our Board of Directors (the ‘‘Board’’) approved the Reincorporation Merger to effect the Reincorporation, subject to the authority of the Board, in its discretion, to determine that it is in the best interests of Arconic and its shareholders to abandon the Reincorporation Merger and the Reincorporation. If approved by shareholders, the Reincorporation will be effected through the merger of the Company with and into Arconic Delaware, with Arconic Delaware surviving the merger. The name of the Company after the Reincorporation will remain Arconic Inc. No further actionpage 13 for details on the part of shareholders will be required to implement, or to abandon, the Reincorporation. For purposes of the discussion below, the Company as it currently exists as a corporation organized under the laws of the Commonwealth of Pennsylvania is sometimes referred to herein as ‘‘Arconic Pennsylvania.’’

~~The principal effects of the Reincorporation will be that:~~

•

~~The affairs of the Company will cease to be governed by Pennsylvania corporation laws and will become subject to Delaware corporation laws.~~

•

Each outstanding share of common stock, par value $1.00 per share, of Arconic Pennsylvania will automatically be converted into one share of common stock, par value $1.00 per share, of Arconic Delaware. Each outstanding share of preferred stock of Arconic Pennsylvania will automatically be converted into one share of preferred stock of Arconic Delaware with the same respective par value. All of our employee benefit and incentive compensation plans immediately prior to the Reincorporation will be continued by Arconic Delaware, and each outstanding equity award and notional share unit relating to shares of Arconic Pennsylvania’s common stock will be converted into an equity award or notional share unit, as applicable, relating to an equivalent number of shares of Arconic Delaware’s common stock on the same terms and subject to the same conditions.

•

The Company’s existing Articles of Incorporation (the ‘‘Pennsylvania Articles’’) and existing By-Laws (the ‘‘Pennsylvania By-Laws’’) will be replaced by a new Certificate of Incorporation (the ‘‘Delaware Certificate’’) and new Bylaws (the ‘‘Delaware Bylaws’’), as more fully described below.

•

The Delaware Certificate and the Delaware Bylaws will not contain any supermajority voting requirements. The Pennsylvania Articles currently contain provisions that require the affirmative vote of 80% of the outstanding shares of capital stock of the Company to (a) amend Article SEVENTH of the Pennsylvania Articles, which provides that certain repurchases of capital stock from interested shareholders require approval by the Company’s other shareholders; (b) amend Article EIGHTH of the Pennsylvania Articles, which addresses the Board size, the classified Board structure, nominations for the election of directors, removal of directors and filling vacancies on the Board; and (c) remove directors with or without cause.

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The Delaware Certificate and the Delaware Bylaws will provide that the Board will be completely declassified and that all directors elected at each annual meeting will be elected on an annual basis with one-year terms. Under the Pennsylvania Articles, the Board is currently divided into three classes, as nearly equal in number as possible, composed of directors each serving terms of office of three years.

•

The Delaware Certificate will generally provide that the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) 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 Company to the Company or to the Company’s stockholders, (iii) action asserting a claim against the Company or any current or former director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law (the ‘‘DGCL’’) or the Delaware Certificate or the Delaware Bylaws, (iv) action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine or (v) action asserting an ‘‘internal corporate claim’’ as that term is defined under Delaware law, will 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).

•

Certain other key substantive rights of Arconic Pennsylvania shareholders, such as majority voting in uncontested director elections and the right of shareholders to call a special meeting, will remain in effect for Arconic Delaware following the Reincorporation. See the comparison contained in the chart below under the heading ‘‘Comparison of Corporate Laws and Governance Between Arconic Pennsylvania and Arconic Delaware.’’

~~Certain Risks Associated with the Reincorporation~~

Notwithstanding the belief of the Board as to the benefits to our shareholders of the Reincorporation, there can be no assurance that the Reincorporation will result in the benefits discussed in this proxy statement, including the benefits of or resulting from access to Delaware courts, incorporation under Delaware law, the ability to attract and retain qualified directors and officers or certain changes in our corporate governance. In addition, the Delaware Certificate and the Delaware Bylaws, in comparison to the Pennsylvania Articles and the Pennsylvania By-Laws, contain or eliminate certain provisions that may have the effect of reducing certain rights of stockholders.

Furthermore, Arconic Delaware will not be subject to certain statutory takeover provisions that currently apply to Arconic Pennsylvania, which could impact Arconic Delaware’s ability to resist or negotiate in the event of a takeover bid that the Board believes is not in the best interests of Arconic Delaware or its shareholders. However, Arconic Delaware will be subject to some statutory provisions of Delaware law that may have anti-takeover effects, such as Section 203 of the DGCL. See the ‘‘Comparison of Corporate Laws and Governance Between Arconic Pennsylvania and Arconic Delaware’’ section for more details.

~~General Information~~

Shareholders are urged to read these proposals carefully, including all of the related exhibits referenced below and attached to this proxy statement, before voting on the Reincorporation and the other proposals to be considered at the special meeting. The following discussion summarizes material provisions of the Reincorporation. This summary is subject to and qualified in its entirety by the proposed Agreement and Plan of Merger (the ‘‘Reincorporation Merger Agreement’’) by and between Arconic Pennsylvania and Arconic Delaware, in the form attached hereto as ~~Exhibit A, the Delaware Certificate, in the form attached hereto as~~ ~~Exhibit B, and the Delaware Bylaws, in the form attached hereto as~~ ~~Exhibit C~~. Copies of the Pennsylvania Articles and Pennsylvania By-Laws are filed with the U.S. Securities and Exchange Commission (the ‘‘SEC’’) as exhibits to our periodic reports and also are available for inspection at our principal executive offices. Copies will be sent to shareholders free of charge upon written request to Arconic Inc., Corporate Communications, 201 Isabella Street, Pittsburgh, PA 15212-5858.

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~~Reasons for the Reincorporation~~

~~Background~~

~~In connection with the Company’s 2017 Annual Meeting of Shareholders (the ‘‘2017 Annual Meeting’’), the Board submitted certain proposals~~procedures for shareholder approval at the 2017 Annual Meeting to eliminate the supermajority voting provisions in the Pennsylvania Articles and to declassify the Board structure. In the Company’s definitive proxy statement for the 2017 Annual Meeting, the Company stated that such proposals required the approval of the holders of 80% of the outstanding common stock of the Company under the Pennsylvania Articles and if they received the approval of less than 80% of the outstanding common stock, the Company intended to submit for shareholder approval at or prior to the 2018 annual meeting of shareholders one or more proposals to effect the change of the Company’s jurisdiction of incorporation from Pennsylvania to Delaware by means of a reincorporation merger, and that the Board structure of the resulting Delaware corporation would be declassified, and its organizational documents would not contain any supermajority vote requirements.

In addition, prior to the 2017 Annual Meeting, Arconic entered into an agreement with affiliates of Elliott Management Corporation (‘‘Elliott’’) to resolve the proxy contest Elliott had commenced in connection with the 2017 Annual Meeting and, as part of the agreement, Arconic agreed to use reasonable best efforts to reincorporate in Delaware on or prior to December 31, 2017. As part of the agreement, Elliott agreed to cause to be present for quorum purposes at the special meeting all Arconic common stock that Elliott or any of their affiliates have the right to vote as of the record date, and vote or cause to be voted all such common stock in favor of the approval of the Reincorporation and related proposals.

At the 2017 Annual Meeting, each proposal to eliminate supermajority voting requirements and to declassify the Board received the support of approximately 97% of the votes cast, but failed to receive the requisite approval of 80% of the outstanding shares of the Company. In accordance with the views expressed by its shareholders and the agreement with Elliott, Arconic is seeking to complete the Reincorporation on or prior to December 31, 2017.

~~Reasons for Reincorporation in Delaware~~

The State of Delaware has been a leading jurisdiction in adopting a comprehensive and coherent set of corporate laws that are responsive to the evolving legal and business needs of corporations organized under Delaware law. The Board believes that it is important for Arconic to be able to draw upon well-established principles of corporate governance in making legal and business decisions. The prominence and predictability of Delaware corporate law provide a reliable foundation on which our governance decisions can be based, and we believe that our shareholders will benefit from the responsiveness of Delaware corporate law to their needs. In addition, the Board believes that direct benefits that Delaware law provides to a corporation indirectly benefit the shareholders, who are our owners. Specifically, the Board believes that there are several benefits in the Reincorporation, as summarized below.

~~Access to Specialized Courts~~. Delaware has a specialized court of equity called the Court of Chancery that hears corporate law cases. The Delaware Court of Chancery operates under rules that are intended to ensure litigation of disputes in a timely and effective way, keeping in mind the timelines and constraints of business decision-making and market dynamics. The appellate process on decisions emanating from the Court of Chancery is similarly streamlined, and the justices of Delaware appellate courts tend to have substantial experience with corporate cases because of the relatively higher volume of these cases in the Delaware courts. As the leading state of incorporation for both private and public companies, Delaware has developed a vast body of corporate law that helps to promote greater consistency and predictability in judicial rulings. In contrast, Pennsylvania does not have a similar specialized court established to hear corporate law cases. Rather, disputes involving questions of Pennsylvania corporate law are either heard by the Pennsylvania Courts of Common Pleas, the general trial courts in Pennsylvania that hears all manner of cases, or, if federal jurisdiction exists, a federal district court. These courts hear many different types of cases, and the cases may be heard before judges or juries with limited corporate law experience. As a result, corporate law cases brought in Pennsylvania may not proceed as expeditiously as cases brought in Delaware and the outcomes in such courts may be less consistent and predictable.

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~~Highly Developed and Predictable Corporate Law~~. Delaware has one of the most modern statutory corporation codes, which is revised regularly in response to changing legal and business needs of corporations. The Delaware legislature is particularly responsive to developments in modern corporate law and Delaware has proven sensitive to changing needs of corporations and their shareholders. The Delaware Secretary of State is viewed as particularly flexible and responsive in its administration of the filings required for mergers, acquisitions and other corporate transactions. Delaware has become a preferred domicile for most major American corporations and the DGCL and administrative practices have become comparatively well-known and widely understood. As a result of these factors, it is anticipated that the DGCL will provide greater efficiency, predictability and flexibility in the Company’s legal affairs than is presently available under Pennsylvania law. In addition, Delaware case law provides a well-developed body of law defining the proper duties and decision making processes expected of boards of directors in evaluating potential or proposed extraordinary corporate transactions.

~~Enhanced Ability to Attract and Retain Directors and Officers~~. The Board believes that the Reincorporation will enhance our ability to attract and retain qualified directors and officers, as well as encourage directors and officers to continue to make independent decisions in good faith on behalf of the Company. We are in a competitive industry and compete for talented individuals to serve on our management team and on our Board of Directors. The vast majority of public companies are incorporated in Delaware. Not only is Delaware law more familiar to directors, it also offers greater certainty and stability from the perspective of those who serve as corporate officers and directors. The parametersnominations of director and officer liability are more extensively addressed in Delaware court decisions and are therefore better defined and better understood than under Pennsylvania law. The Board believes that the Reincorporation will enhance our ability to recruit and retain directors and officers. We believe that the better understood and comparatively stable corporate environment afforded by Delaware law will enable us to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers.candidates.

~~Shareholder-Friendly Corporate Governance Changes~~. The Pennsylvania Articles currently provide that amendments to certain provisions relating to fair price protection, director elections, director removal and the classified structure of the Board require the approval of the holders of 80% of the outstanding common stock of the Company. In connection with the Reincorporation, the Delaware Certificate and the Delaware Bylaws will not contain any supermajority voting requirements and will provide for a declassified Board structure. The Board believes that a majority voting standard for shareholder action will ensure that actions may be taken to reflect the expressed views of the holders of a majority of the voting power, rather than requiring that a supermajority percentage of the Company’s outstanding shares be voted in favor of a proposal, which can result in the failure of the proposal to be approved if more than 20% of the Company’s outstanding shares simply fail to vote either for or against the proposal. The Board has also considered that the potential advantages of declassifying the Board structure include the ability of shareholders to evaluate directors annually. An annually elected Board structure is also perceived by many institutional shareholders as increasing the accountability of directors to shareholders. The foregoing corporate governance changes were previously proposed by the Board at the 2017 Annual Meeting and overwhelmingly supported by our shareholders, with each proposal receiving the support of approximately 97% of the votes cast, but failed to receive the requisite approval of 80% of the outstanding shares of the Company under the Pennsylvania Articles.

~~Changes to the Business of the Company as a Result of the Reincorporation~~

Other than the change in corporate domicile, the Reincorporation will not result in any change in the business, physical location, management, assets, liabilities or number of authorized shares of the Company, nor will it result in any change in location of our current employees, including management. Upon consummation of the Reincorporation, our principal executive offices will continue to be located at 390 Park Avenue, New York, NY. The consolidated financial condition and results of operations of Arconic Delaware immediately after consummation of the Reincorporation will be the same as those of Arconic Pennsylvania immediately before the consummation of the Reincorporation. In addition, upon the effectiveness of the Reincorporation, the Board of Arconic Delaware immediately after consummation of the Reincorporation will consist of those persons serving on the Board of Arconic Pennsylvania immediately prior to the Reincorporation, and the individuals serving as executive officers of Arconic

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Pennsylvania immediately prior to the Reincorporation will continue to serve as executive officers of Arconic Delaware, without any change in title or responsibilities. Upon effectiveness of the Reincorporation, Arconic Delaware will be the successor in interest to Arconic Pennsylvania, and the shareholders of Arconic Pennsylvania will become stockholders of Arconic Delaware.

~~Mechanics of the Reincorporation~~

The Reincorporation will be effected by the merger of Arconic Pennsylvania with and into Arconic Delaware, a direct wholly owned subsidiary of the Company that will be incorporated under the DGCL for purposes of the Reincorporation, in the Reincorporation Merger. The Company as it currently exists as a Pennsylvania corporation will cease to exist as a result of the Reincorporation Merger, and Arconic Delaware will be the surviving corporation and will continue to operate our business as it existed prior to the Reincorporation. The existing holders of our common stock will own all of the outstanding shares of Arconic Delaware common stock, and no change in ownership will result from the Reincorporation.

At the Effective Time, we will be governed by the Delaware Certificate, the Delaware Bylaws and the DGCL. Although the Delaware Certificate, the Delaware Bylaws and the DGCL contain many provisions that are similar to the provisions of the Pennsylvania Articles, the Pennsylvania By-Laws and the Pennsylvania Business Corporation Law (the ‘‘PBCL’’), they do include certain provisions that are different, as described in more detail below.

If our shareholders approve the Reincorporation Merger to effect the Reincorporation, and Arconic effects it, upon the Effective Time, each outstanding share of common stock, par value $1.00 per share, of Arconic Pennsylvania will automatically be converted into one share of common stock, par value $1.00 per share, of Arconic Delaware. Each outstanding share of preferred stock of Arconic Pennsylvania will automatically be converted into one share of preferred stock of Arconic Delaware with the same respective par value. All of our employee benefit and incentive compensation plans immediately prior to the Reincorporation will be continued by Arconic Delaware, and each outstanding equity award and notional share unit relating to shares of Arconic Pennsylvania’s common stock will be converted into an equity award or notional share unit, as applicable, relating to an equivalent number of shares of Arconic Delaware’s common stock on the same terms and subject to the same conditions. The Company’s other employee benefit arrangements including, but not limited to, equity incentive plans with respect to issued unvested restricted stock, will be continued by Arconic Delaware upon the terms and subject to the conditions specified in such plans. The registration statements of Arconic Pennsylvania on file with the SEC immediately prior to the Reincorporation will be assumed by Arconic Delaware.

Our common stock is listed for trading on the New York Stock Exchange (‘‘NYSE’’) under the ticker symbol ‘‘ARNC.’’ After the Reincorporation, Arconic Delaware’s common stock will continue to be traded on NYSE without interruption, under the same symbol.

CERTIFICATES CURRENTLY ISSUED FOR SHARES IN ARCONIC PENNSYLVANIA WILL AUTOMATICALLY REPRESENT SHARES IN ARCONIC DELAWARE UPON COMPLETION OF THE REINCORPORATION MERGER, AND SHAREHOLDERS WILL NOT BE REQUIRED TO EXCHANGE STOCK CERTIFICATES AS A RESULT OF THE REINCORPORATION.

~~Shares Held in Book-Entry and Through a Bank, Broker or Other Nominee~~

The conversion of shares of common and preferred stock of Arconic Pennsylvania into corresponding shares of common and preferred stock of Arconic Delaware will occur automatically at the Effective Time without any additional action on the part of shareholders.

Upon the Reincorporation, we intend to treat shareholders holding shares of our common stock or preferred stock in ‘‘street name’’ (that is, through a bank, broker or other nominee) in the same manner as registered shareholders whose shares of our common stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reincorporation for their beneficial holders holding shares of our common stock or preferred stock in ‘‘street name’’; however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reincorporation. If you hold your shares of our common stock or preferred stock with a bank, broker or other nominee, and you have any questions in this regard, we encourage you to contact your nominee.

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If you hold registered shares of Arconic Pennsylvania common stock or preferred stock (including any fractional shares) in a book-entry form, you do not need to take any action to receive your post-Reincorporation shares of Arconic Delaware common stock or preferred stock, as applicable, in registered book-entry form. A transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of Arconic Delaware common stock or preferred stock you hold.

If you hold any of your shares of Arconic Pennsylvania common stock or preferred stock in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing shares of Arconic Pennsylvania common stock or preferred stock for either: (1) a certificate representing post-Reincorporation shares of Arconic Delaware common stock or preferred stock, as applicable, or (2) post-Reincorporation shares of Arconic Delaware common stock or preferred stock, as applicable, in a book-entry form, evidenced by a transaction statement that will be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our common stock or preferred stock you hold. Beginning at the Effective Time, each certificate representing Arconic Pennsylvania common stock or preferred stock will be deemed for all corporate purposes to evidence ownership of Arconic Delaware common stock or preferred stock, as applicable.

~~Shareholders should not destroy any share certificate(s) and should not submit any share certificate(s) until requested to do so.~~

~~Effective Time~~

If our shareholders approve the Reincorporation Merger to effect the Reincorporation, and Arconic effects it, the Reincorporation will become effective at the Effective Time of the Reincorporation Merger, pursuant to the filings of the Merger Certificates in the Pennsylvania Department of State and with the Delaware Secretary of State effecting the Reincorporation Merger. Assuming approval by our shareholders, the Company currently expects the Effective Time of the Reincorporation Merger to occur on or about December 31, 2017.

If, at any time prior to the Effective Time, the Board, in its discretion, determines that it is in Arconic’s best interests and the best interests of Arconic’s shareholders to delay the filing of the Merger Certificates or abandon the Reincorporation, the Reincorporation may be delayed or abandoned, without any further action by our shareholders.

~~Effect on Preferred Stock and Convertible Notes~~

~~Preferred Stock~~

Pursuant to the Pennsylvania Articles, the Company’s current authorized capital stock consists of 660,000 shares of Serial Preferred Stock, par value $100 per share (‘‘Pennsylvania Class A Preferred Stock’’), 10,000,000 shares of Class B Serial Preferred Stock, par value of $1.00 per share (the ‘‘Pennsylvania Class B Preferred Stock’’ and together with the Pennsylvania Class A Preferred Stock, the ‘‘Pennsylvania Preferred Stock’’), and 600,000,000 shares of common stock. The Reincorporation would not impact the total authorized number of shares of preferred stock or common stock, or the par value of the preferred stock or the common stock. The Delaware Certificate will authorize the same number of shares of the common stock and each class of preferred stock at the same corresponding par values. The Delaware Certificate will also provide that the Board may authorize the issuance from time to time of shares of preferred stock in one or more series, and may specify 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, pursuant to the Delaware Certificate and Delaware law.

As of [ ], 2017, the following shares were issued and outstanding: [ ] shares of Pennsylvania Class A Preferred Stock designated as $3.75 Cumulative Preferred Stock and [ ] shares of Pennsylvania Class B Preferred Stock designated as 5.375% Mandatory Convertible Preferred Stock, Series 1 (the ‘‘Mandatory Convertible Preferred Stock’’). Under the terms of the Mandatory

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Convertible Preferred Stock, on October 1, 2017, all outstanding shares of the Mandatory Convertible Preferred Stock will automatically convert into shares of Arconic Pennsylvania common stock, at a conversion rate described in the terms of the Mandatory Convertible Preferred Stock. In the Reincorporation, each share of Pennsylvania Preferred Stock outstanding immediately prior to the Effective Time will automatically be converted into one share of preferred stock, of the same par value, of Arconic Delaware.

~~Convertible Notes~~

If the Reincorporation is approved by our shareholders, prior to the Reincorporation Merger, Arconic Pennsylvania intends to merge RTI International Metals, Inc. (‘‘RTI’’), a wholly owned subsidiary of Arconic Pennsylvania, with and into Arconic Pennsylvania. Arconic Pennsylvania will be the surviving entity of that merger (the ‘‘RTI Merger’’). The RTI Merger will result in Arconic Pennsylvania replacing RTI as the issuer and primary obligor under RTI’s outstanding 1.63% Convertible Notes due 2019 (the ‘‘Convertible Notes’’). The Reincorporation Merger will then result in Arconic Delaware replacing Arconic Pennsylvania as the issuer and primary obligor under the terms of the Convertible Notes, and the Convertible Notes will become convertible into shares of Arconic Delaware common stock rather than Arconic Pennsylvania common stock.

~~Effect on Dividends~~

Under Pennsylvania law, holders of Arconic Pennsylvania common stock are only entitled to receive such dividends payable on our common stock as the Board may declare out of funds legally available for such payments. The Reincorporation is not expected to materially affect the status of such holders’ entitlement to dividends. Under Delaware law, holders of Arconic Delaware common stock will only be entitled to receive such dividends payable on Arconic Delaware common stock as the Board may declare out of funds legally available for such payments.

The Board reviews the appropriateness of the dividend on our common stock each quarter. The determination of the amount of future dividends on our common stock will depend on our future earnings, capital requirements, financial condition and other relevant factors. The Board may determine to reduce or eliminate our common stock dividend in the event of material future deteriorations in business conditions.

~~Comparison of Corporate Laws and Governance Between Arconic Pennsylvania and Arconic Delaware~~

The following summarizes a comparison of certain provisions of the Pennsylvania Articles and Pennsylvania By-Laws and Delaware Certificate and Delaware Bylaws, as well as certain provisions of Pennsylvania law and Delaware law. The comparison highlights important differences, but is not intended to list all differences, and is qualified in its entirety by reference to the Pennsylvania Articles and Pennsylvania By-Laws, and the Delaware Certificate and Delaware Bylaws. Shareholders are encouraged to read the Delaware Certificate, the Delaware Bylaws, the Pennsylvania Articles and the Pennsylvania By-Laws in their entirety. The Delaware Certificate and Delaware Bylaws are attached to this proxy statement as Exhibit B and Exhibit C, respectively, and the Pennsylvania Articles and Pennsylvania By-Laws are filed publicly as exhibits to our periodic reports with the SEC. In addition, shareholders are encouraged to read the PBCL and the DGCL.

	~~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			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

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~~Provision~~	~~Arconic Pennsylvania~~	~~Arconic Delaware~~
	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 least 20% of a company’s voting power, unless (i) the board of directors had approved either the transaction or the interested shareholder’s acquisition of its 20% or more interest, (ii) the interested shareholder holds at least 80% of the corporation’s voting power and the transaction satisfies specified minimum-price and other requirements and is approved by a majority of the shares not held by the interested shareholder, or (iii) at least five years have passed after the interested shareholder acquired its 20% or more interest, and (A) the transaction is approved by a majority of the shares not held by the interested shareholder, or (B) the transaction is approved by a majority of all shares and the transactions satisfies specified minimum-price and other requirements. Arconic Pennsylvania has not opted out of these requirements. In addition, the Pennsylvania Articles provide that the Company shall not knowingly engage in any stock repurchase from an ‘‘interested shareholder’’ without the affirmative vote of not less than a majority of the votes entitled to be cast by the holders of all then outstanding shares which are beneficially owned by persons other than such interested shareholder.	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 voting stock owned by the interested stockholder) those shares owned (A) by persons who are directors and also officers and (B) employee stock plans in which employee participants do not have the right to determine confidentially whether shares subject to the plan will be tendered in a tender or exchange offer, or (iii) at or following the time that such stockholder become an interested stockholder, the board of directors and two-thirds of the shares (other than owned by the interested stockholder) approve the transaction. A corporation may ‘‘opt out’’ of Section 203 of the DGCL in its certificate of incorporation. The Company currently expects that Arconic Delaware will be subject to Section 203 of the DGCL. ~~The Delaware Certificate does not include an analogous provision to the Pennsylvania Articles requiring shareholder approval for stock repurchases from interested stockholders.~~
~~Pennsylvania Anti-Takeover Provisions~~	Under Section 2545 of the PBCL, a ‘‘control transaction’’ (an acquisition by a person or group of the voting power over at least 20% of the voting shares of a corporation) involving certain registered corporations requires the controlling person or group to provide prompt notice of the transaction to each	~~The DGCL does not have analogous anti-takeover provisions.~~

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~~Provision~~	~~Arconic Pennsylvania~~	~~Arconic Delaware~~
	shareholder and to a Pennsylvania court, and shareholders may make a written demand on the controlling person or group for payment of the fair value of their shares, subject to certain appraisal rights. Under Section 2564 of the PBCL, shares of certain registered corporations acquired in a ‘‘control-share acquisition” (in which an acquirer first gains voting power of at least 20%, 33 1/3% or 50%) have no voting rights unless a resolution approved by a vote of a majority of the disinterested shares restores their voting rights. ~~Arconic Pennsylvania has not opted out of either of these provisions.~~
~~Directors’ Fiduciary Duties~~	Under Section 1712 of the PBCL, directors of Pennsylvania corporations owe their fiduciary duties to the corporation, and must perform their duties as a director in good faith, in a manner they reasonably believe to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Under Section 1715 of the PBCL, in discharging the duties of their respective positions, the board of directors, committees of the board and individual directors may, in considering the best interests of the corporation, consider to the extent they deem appropriate: (1) the effects of any action upon any or all groups affected by such action, including shareholders, employees, suppliers, customers and creditors of the corporation, and upon communities in which offices or other establishments of the corporation are located, (2) the short-term and long-term interests of the corporation, including benefits that may accrue to the corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the corporation, (3) the resources, intent and conduct (past, stated and potential) of any person seeking to acquire control of	Delaware law generally provides that directors owe their fiduciary duties to the stockholders of a company, and must generally consider the best interests of stockholders above other constituencies, except in certain distressed company situations, in which directors may also owe duties to the company as an ‘‘enterprise,’’ which may be asserted in derivative claims on behalf of the company by other constituencies such as creditors.

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~~Provision~~	~~Arconic Pennsylvania~~	~~Arconic Delaware~~
	~~the corporation and (4) all other pertinent factors.~~
	Section 1715 further provides that the fiduciary duty of directors does not require directors to redeem any shareholder rights plan, approve or take any action under section 2554 or other anti-takeover provisions, or otherwise take action solely because of the effect that such action might have on a proposed acquisition of control of the corporation or the consideration that might be paid to shareholders in such an acquisition.
~~Board Size~~	Under the Pennsylvania By-Laws, the number of directors is 13, and the Board is authorized to increase or decrease the number of directors without a vote of the shareholders, provided that such number is not less than 7 nor more than 15.	The Delaware Certificate and Delaware Bylaws provide that, subject to any rights of holders of preferred stock to elect directors, the number of directors is fixed exclusively by the Board. The Delaware Certificate and Delaware Bylaws do not specify the number of directors or provide for a minimum or maximum number of directors.
~~Shareholder Action by Written Consent~~	Section 1766 of the PBCL permits shareholder action by unanimous consent unless a corporation’s bylaws provide otherwise. For ‘‘registered corporations’’ such as Arconic Pennsylvania, shareholders may take action by the minimum number of votes that would be necessary to authorize the action at a meeting only if the articles of incorporation affirmatively provide for it. The Pennsylvania Articles and Pennsylvania By-Laws permit shareholders to take action by written consent, provided that a consent or consents in writing to such action, setting forth the action so taken, be (1) signed by the shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting and (2) filed with the secretary of the Company.	~~Under Delaware law, shareholders are generally permitted to act by written consent in lieu of a shareholder meeting unless the certificate of incorporation provides otherwise.~~ Section 228 of the DGCL permits stockholder action by the written consent of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, unless otherwise provided in a corporation’s certificate of incorporation. The Delaware Certificate provides that stockholders may take action without a meeting if a consent or consents shall be signed by the holders of stock of Arconic Delaware 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 Arconic Delaware entitled to vote thereon were present and voted.

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~~Provision~~	~~Arconic Pennsylvania~~	~~Arconic Delaware~~
~~Special Meetings of Shareholders~~	Under the Pennsylvania Articles, a special meeting of shareholders may only be called by (1) the chairman of the board, (2) the board of directors pursuant to a resolution adopted by the board, (3) the Secretary of the Company at the request in proper form of an ‘‘interested shareholder’’ (as defined in Section 2553 of the PBCL) for the purpose of approving certain business combinations under the PBCL or (4) the Secretary of the Company at the request in proper form of shareholders who have continuously held as shareholders of record net long shares representing in the aggregate at least 25% percent of the outstanding shares of common stock of the Company for at least one year prior to the date such request is delivered to the Secretary.	Under Section 211 of the DGCL, a special meeting of shareholders may be called by the board of directors or by such person or persons as may be authorized to do so in the certificate of incorporation or the bylaws. The Delaware Certificate provides stockholders with substantially the same right to call special meetings as provided under the Pennsylvania Articles, except without a provision analogous to the provision in the Pennsylvania Articles for requests by an ‘‘interested shareholder’’ for the purpose of approving certain business combinations.
~~Vacancies on the Board of Directors~~	Under Section 1725 of the PBCL, vacancies in the board of directors of a corporation, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the board though less than a quorum, or by a sole remaining director. The Pennsylvania Articles provide that vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled only by a majority vote of the remaining directors then in office, though less than a quorum, except that vacancies resulting from removal from office by a vote of the shareholders may be filled by the shareholders at the same meeting at which such removal occurs. Under the Pennsylvania Articles, the affirmative vote of 80% of the outstanding shares of capital stock of the Company is required to amend or repeal, or adopt any provisions inconsistent with, this provision.	Under Section 223 of the DGCL, vacancies and newly created directorships may be filled by a majority of directors then in office, even if less than a quorum, or by a sole remaining director, unless otherwise provided for in a corporation’s certificate of incorporation or bylaws (or unless the certificate of incorporation directs that a particular class of stock is to elect such director(s), in which case a majority of the directors elected by such class, or a sole remaining director so elected, shall fill such vacancy or newly created directorship). Like the Pennsylvania Articles, the Delaware Certificate and Delaware Bylaws provide that vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled only by a majority vote of the remaining directors then in office, though less than a quorum. However, under the Delaware Certificate, amendments to this provision are subject to amendment by the affirmative vote of a majority (rather than 80%) of the voting power of the issued and outstanding capital stock of Arconic Delaware entitled to vote thereon.

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~~Classification of Board of Directors~~	Section 1724 of the PBCL provides that each director of a corporation will be selected for the term of office provided in the bylaws, which must be one year and until his successor has been selected and qualified or until his earlier death, resignation or removal, unless the board is classified. If the board is classified, except as otherwise provided in the articles of incorporation: (1) each class must be as nearly equal in number as possible, (2) the term of office of at least one class must expire each year and (3) the members of a class cannot be elected for a longer period than four years. ~~The Pennsylvania Articles provide that directors are classified into three classes, as nearly equal in number as possible, with directors elected to three-year terms.~~ Under the Pennsylvania Articles, the affirmative vote of 80% of the outstanding shares of capital stock of the Company is required to amend or repeal, or adopt any provisions inconsistent with, this provision.	Section 141 of the DGCL permits a board of directors, by the certificate of incorporation or by an initial bylaw, or by a bylaw adopted by a vote of the stockholders, to be divided into one, two or three classes; the term of office of those of the first class to expire at the first annual meeting held after such classification becomes effective; of the second class one year thereafter; of the third class two years thereafter; and at each annual election held after such classification becomes effective, directors to be chosen for a full term, as the case may be, to succeed those whose terms expire. The Delaware Certificate provides that all directors will be elected annually to one-year terms. If the Reincorporation is effected, the terms of all directors serving on the Board as of December 31, 2017 (and the terms of any directors appointed to fill any vacancies thereafter) will expire at the 2018 annual meeting. Under the Delaware Certificate, amendments to this provision are subject to amendment by the affirmative vote of a majority (rather than 80%) of the voting power of the issued and outstanding capital stock of Arconic Delaware entitled to vote thereon.
~~Removal of Directors~~	Under the Pennsylvania Articles, any director, any class of directors, or the entire board of directors may be removed from office by shareholder vote at any time, with or without cause, but only if shareholders entitled to cast at least 80% of the votes that all shareholders would be entitled to cast at an annual election of directors or of such class of directors vote in favor of such removal. Under the Pennsylvania Articles, the affirmative vote of 80% of the outstanding shares of capital stock of the Company is required to amend or repeal, or adopt any provisions inconsistent with, this provision.	Under Section 141 of the DGCL, any director or the entire board of directors of a corporation that does not have a classified board of directors or cumulative voting may be removed with or without cause with the approval of at least a majority of the outstanding shares entitled to vote at an election of directors. The Delaware Certificate and Delaware Bylaws provide that subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any or all of Arconic Delaware’s directors may be removed, with or without cause, by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of Arconic Delaware entitled to vote in the election of directors. Under the Delaware Certificate, amendments to this provision are subject to amendment by the affirmative vote of a

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		~~majority (rather than 80%) of the voting power of the issued and outstanding capital stock of Arconic Delaware entitled to vote thereon.~~
~~Advance Notice of Director Nominations~~	The Pennsylvania Articles require that any shareholder nominations for the election as directors must be delivered to the Secretary of the Company not later than ninety days prior to the anniversary date of the immediately preceding annual meeting, and the affirmative vote of 80% of the outstanding shares of capital stock of the Company is required to amend or repeal, or adopt any provisions inconsistent with, this provision.	The Delaware Bylaws provide that a stockholder’s notice of a director nomination must be delivered to the Secretary of the Company 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 30 days before or more than 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 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. In addition, under the Delaware Bylaws, amendments to this provision will be subject to amendment by the board of directors or by the affirmative vote of a majority (rather than 80%) of the voting power of the issued and outstanding capital stock of Arconic Delaware entitled to vote thereon.
~~Limitation of Liability~~	Pennsylvania law permits a corporation to adopt a provision in its articles of incorporation eliminating or limiting, with exceptions, the monetary liability of a director to the corporation or its shareholders for breach of the director’s fiduciary duties. The Pennsylvania Articles and By-Laws include provisions that eliminate the liability of directors to the Company or its shareholders for monetary damages for a breach of fiduciary duties as directors to the fullest extent permitted by Pennsylvania law.	Delaware law similarly permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting, with exceptions, the monetary liability of a director to the corporation or its shareholders for breach of the director’s fiduciary duties. The Delaware Certificate includes provisions that eliminate the liability of directors to the Company or its shareholders for monetary damages for a breach of fiduciary duties as directors to the fullest extent permitted by Delaware law.

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	Pennsylvania law permits Pennsylvania corporations to include, in their bylaws, a provision eliminating or limiting the personal monetary liability of the corporation’s directors for any actions unless such actions involve a breach in the director’s duties that constitutes self-dealing, willful misconduct or recklessness.	Under Delaware law, such a provision may not eliminate or limit a director’s monetary liability for: (i) breaches of the director’s duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law; (iii) the payment of unlawful dividends or stock repurchases or redemptions; or (iv) transactions in which the director received an improper personal benefit.
~~Indemnification~~	~~The Pennsylvania Articles permit, and the Pennsylvania By-Laws provide for, indemnification of directors, officers and employees and advancement of expenses in accordance with Pennsylvania law.~~ Pennsylvania law generally provides for similar indemnification of directors and officers as Delaware law, except that Pennsylvania law prohibits indemnification only in circumstances where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted ‘‘willful misconduct or recklessness,’’ and permits corporations to provide supplementary indemnification coverage that, unlike Delaware, is not limited to actions ‘‘in good faith and in a manner [...] reasonably believed to be in or not opposed to the best interests of the corporation.’’ ~~Arconic Pennsylvania has entered into indemnification agreements with its officers and directors.~~	~~The Delaware Certificate permits and the Delaware Bylaws provide for, indemnification of directors and officers and advancement of expenses in accordance with Delaware law.~~ Delaware law generally provides for similar indemnification of directors and officers as Pennsylvania law, except that Delaware law provides that, in an action or suit by or in the right of the company, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation (unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses). In connection with the Reincorporation, Arconic Delaware will assume Arconic Pennsylvania’s obligations under its indemnification agreements with its officers and directors or will enter into new agreements to indemnify its officers and directors pursuant to the DGCL.
~~Inspection of Books and Records~~	Section 1508 of the PBCL provides that shareholders of record, upon written demand stating the purpose, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books and records of	Section 220 of the DGCL permits any stockholder of record or beneficial owner of shares held by a voting trust or nominee for the beneficial owner, upon compliance with procedures specified in the DGCL, to inspect a list of stockholders entitled to vote at a meeting

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	~~account, and records of the proceedings of the incorporators, shareholders and directors, and to make copies or extracts therefrom.~~	~~and the corporation’s other books and records for any proper purpose reasonably related to such person’s interest as a stockholder.~~
~~Dividends and Repurchases of Shares~~	Under Section 1551 of the PBCL, a corporation is generally authorized to make distributions to shareholders, but may not make a distribution if: (i) the corporation would be unable to pay its debts as they become due in the usual course of its business; or (ii) the total assets of the corporation would be less than the sum of its total liabilities plus (unless otherwise provided in the articles of incorporation) the amount that would be needed, if the corporation were to be dissolved at the time as of which the distribution is measured, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. Section 1552 of the PBCL authorizes a corporation to acquire its own shares, and Section 1103 of the PBCL defines ‘‘distribution’’ to include payments made to acquire a corporation’s own shares.	Section 170 of the DGCL permits a corporation to declare and pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding shares of all classes having a preference upon the distribution of assets. Section 160 of the DGCL generally provides that a corporation may redeem or repurchase its shares only if the capital of the corporation is not impaired and such redemption or repurchase would not impair the capital of the corporation. Under Delaware law, this standard is interpreted to mean that redemptions and repurchases are to be made out of surplus.
~~Amendment of Organizational Documents~~	Under Sections 1914 and 1504 of the PBCL, in general, the amendment of a corporation’s articles of incorporation and bylaws requires the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon, except for certain limited amendments to articles of incorporation which may be adopted by a board of directors without shareholder approval, unless otherwise restricted in the articles of incorporation. The Pennsylvania Articles provide that amendments to certain provisions relating to fair price protection, director elections, director removal and the classified structure of the Board require the approval of the holders of 80% of the outstanding common stock of the Company. ~~In general, the Pennsylvania By-Laws may be altered, amended, added to or~~	Under Delaware law, the provisions of a corporation’s certificate of incorporation and bylaws generally may be amended by the affirmative vote of the holders of a majority of the outstanding stock entitled to vote on such an amendment. In addition, the Delaware Certificate provides that the Delaware Bylaws may be altered, amended or repealed, or new bylaws enacted, by the Board. The Delaware Certificate and the Delaware Bylaws will not contain supermajority stockholder voting requirements for amendments.

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	repealed by the Board, subject to the power of the shareholders to change such action. The Pennsylvania By-Laws also provide that any amendment to the provision limiting director liability requires the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company.
~~Voting on Statutory Mergers~~	~~Pennsylvania law generally requires the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on a plan of merger, subject to certain exceptions.~~	Delaware law generally requires that the holders of a majority of the outstanding shares of each Delaware constituent corporation in a statutory merger adopt the merger agreement providing for the merger, subject to certain exceptions.
~~Dissenters’ Rights~~	Under Pennsylvania law, unless the articles of incorporation or bylaws provide otherwise, shareholders are generally not entitled to dissenters’ rights if the shares held by such shareholders that would otherwise give rise to such rights are (i) listed on a national securities exchange or (ii) held beneficially or of record by more than 2,000 persons; provided, that dissenters rights are nevertheless available to shareholders of any preferred or special class or series unless all shareholders of the class or series are entitled to vote on the plan or transaction and the affirmative vote of a majority of the votes cast by all shareholders of the class or series is required for the adoption of the plan or the effectuation of the transaction. ~~Neither the Pennsylvania Articles nor the Pennsylvania By-Laws diverge from default Pennsylvania law with respect to dissenters’ rights.~~ ~~Pennsylvania law does not have an analogous exception to Delaware law pursuant to which the entitlement to appraisal rights may depend on the form of consideration to be received in a merger.~~	Under Delaware law, stockholders have the right to demand payment for the fair value of their shares pursuant to the appraisal rights provisions of the DGCL, if the stockholder has not voted in favor of such merger or consolidation and if the stockholder otherwise complies with the statutory requirements to perfect appraisal rights, except in connection with certain mergers or consolidations. Appraisal rights will not be available in certain circumstances, including with respect to shares (i) listed on a national securities exchange or held of record by more than 2,000 holders and (ii) for which, pursuant to the plan of merger or consolidation, stockholders will receive only (a) shares of stock of the corporation surviving or resulting from the merger or consolidation, or depository receipts in respect thereof, (b) shares or depository receipts of another corporation which at the date the merger or consolidation is completed will be either listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares, or (d) any combination of the foregoing.
~~Forum Selection~~	~~Pennsylvania courts have not yet provided definitive guidance with respect to the enforceability of forum selection provisions in the organizational~~	~~Section 115 of the DGCL expressly permits a certificate of incorporation or bylaws to require that any or all ‘‘internal corporate claims’’ be brought solely and~~

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	~~documents of corporations. Neither the Pennsylvania Articles nor the Pennsylvania By-Laws contain a forum selection provision.~~	~~exclusively in any or all Delaware courts, and that no provision of a certificate of incorporation or bylaws may prohibit bringing such claims in Delaware courts.~~ The Delaware Certificate will generally provide that the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) 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 Company to the Company or to the Company’s stockholders, (iii) action asserting a claim against the Company or any current or former director or officer or other employee of the Company arising pursuant to any provision of the DGCL or the Delaware Certificate or the Delaware Bylaws, (iv) action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine, or (v) action asserting an ‘‘internal corporate claim’’ as that term is defined under Delaware law, will 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).
~~Dissolution~~	Under Pennsylvania law, in order for a corporation to dissolve, (i) the board of directors must adopt a resolution recommending that the corporation be dissolved voluntarily and (ii) shareholders must adopt such resolution by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon; provided, that the written agreement or consent of all of the shareholders of the corporation entitled to vote thereon is also deemed to satisfy the board resolution requirement in clause (i) above.	Under Delaware law, unless the board of directors approves a proposal to dissolve, dissolution must be unanimously approved by all the stockholders entitled to vote thereon. Only if the dissolution is initially approved by the board of directors may the dissolution be approved by a majority of the outstanding shares of the corporation’s stock entitled to vote.
~~Loans to Officers and Employees~~	~~Under Section 1502 of the PBCL, corporations may make loans, including loans to its officers, employees, and agents.~~	Under Section 143 of the DGCL, corporations may make loans to, guarantee the obligations of, or otherwise assist its officers or other employees and those of their subsidiaries (including directors who are also officers or

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~~Provision~~	~~Arconic Pennsylvania~~	~~Arconic Delaware~~
		~~employees) when such action, in the judgment of the directors, may reasonably be expected to benefit the corporation.~~
~~Proxy Access~~	The Pennsylvania By-Laws provides that eligible shareholders or groups of up to 20 shareholders, who have maintained continuous qualifying ownership of at least 3% of the Company’s outstanding common stock for at least three years and have complied with the other requirements set forth in the Pennsylvania By-Laws, may include director nominees for up to the greater of two candidates or 20% of the Board in the Company’s proxy materials for an annual meeting of shareholders.	~~The Delaware Bylaws will contain a substantively similar proxy access provision as the Pennsylvania By-Laws.~~

~~Interest of Certain Persons in Matters to be Acted Upon~~

In considering the recommendations of the Board, shareholders should be aware that certain of our directors and executive officers have interests in the transaction that are different from, or in addition to, the interests of the shareholders generally. For instance, the Reincorporation may be of benefit to our directors and officers by reducing their potential personal liability, increasing the scope of permitted indemnification, and in other respects. The Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Reincorporation and to recommend that our shareholders vote in favor of this proposal.

~~Reservation of Right to Delay or Abandon the Reincorporation~~

Arconic reserves the right to delay the filing of the Merger Certificates or abandon the Reincorporation at any time before the Effective Time, even if the Reincorporation has been approved by shareholders at the special meeting. By voting in favor of the Reincorporation Merger to effect the Reincorporation, you are also expressly authorizing the Board of Directors to delay or abandon the Reincorporation as the Board determines in its discretion.

~~Vote Required~~

At the close of business on the record date, Arconic had outstanding [ ] shares of common stock. Each share of common stock outstanding on the record date is entitled to one vote for each of the proposals to be voted on. Shares of preferred stock will not be entitled to vote on any of the proposals at the special meeting.

Under Pennsylvania law, the proposals to approve the Reincorporation Merger to effect Reincorporation, to approve, on an advisory basis, that the Delaware Certificate will not contain supermajority voting requirements and to approve, on an advisory basis, that the Board of Directors of Arconic Delaware will be elected on an annual basis following the Reincorporation, each requires that the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon. ‘‘Votes cast’’ on these proposals means votes ‘‘for’’ or ‘‘against’’ a particular proposal, whether by proxy or in person. Abstentions are not considered ‘‘votes cast’’ on these proposals and therefore have no effect on the outcome of these proposals.

~~The Board of Directors recommends that you vote~~ ~~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 following the Reincorporation will be elected on an annual basis pursuant to the Delaware Certificate.~~

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~~Dissenters’ Appraisal Rights~~

~~General~~

Under Pennsylvania law, the Pennsylvania Articles and the Pennsylvania By-Laws, holders of the Company’s common stock have no rights to exercise dissenters’ appraisal rights with respect to the Reincorporation Merger or the Reincorporation.

Under Subchapter D of Chapter 15 of the PBCL, holders of Pennsylvania Preferred Stock (‘‘Preferred Shareholders’’) will have dissenters’ appraisal rights in connection with the Reincorporation Merger, meaning that Preferred Shareholders have the right to dissent from the Reincorporation Merger and to obtain payment of the ‘‘fair value’’ of their shares of Pennsylvania Preferred Stock in the event we effect the Reincorporation Merger. To exercise dissenters’ appraisal rights, Preferred Shareholders must strictly follow the procedures prescribed by Subchapter D of Chapter 15 of the PBCL, which is attached to this proxy statement as Exhibit D. Preferred Shareholders are encouraged to read these provisions carefully and in their entirety. Failure to strictly comply with these provisions will result in the loss of dissenters’ appraisal rights. This discussion is qualified in its entirety by reference to the applicable dissenters’ appraisal rights provisions of Pennsylvania law. You are advised to consult legal counsel if you are considering the exercise of your dissenters’ appraisal rights.

~~Before the day of the special meeting, send any written notice or demand required concerning your exercise of dissenters’ appraisal rights to:~~

~~Arconic Inc.~~
~~Corporate Secretary’s Office~~
~~390 Park Avenue, New York, NY~~
~~10022-4608~~

~~Fair Value~~

The term ‘‘fair value’’ means the value of a share of Pennsylvania Preferred Stock immediately before the Effective Time of the Reincorporation Merger, taking into account all relevant factors, but excluding any appreciation or depreciation in anticipation of the Reincorporation Merger.

~~Notice of Intention to Dissent~~

~~If you wish to dissent, you must:~~

•

Prior to the vote on the Reincorporation Merger at the special meeting, file a written notice with the Company of your intention to demand payment of the fair value of your shares of Pennsylvania Preferred Stock if the Reincorporation Merger is consummated. A vote against the Reincorporation or related proposals at the special meeting does not satisfy the necessary written notice of intention to dissent;

•

~~Make no change in your beneficial ownership of Pennsylvania Preferred Stock from the date you give notice through the Effective Time; and~~

Since shares of Pennsylvania Preferred Stock have no voting rights with respect to the proposals to approve the Reincorporation Merger to effect the Reincorporation or the related proposals, a failure to vote against the Reincorporation Merger or related proposal will not constitute a waiver of dissenters’ appraisal rights.

Preferred Shareholders considering exercising dissenters’ appraisal rights should recognize that the fair value could be more than, the same as or less than the value of the preferred stock of Arconic Delaware that they would otherwise receive under the terms of the Reincorporation Merger Agreement if they do not exercise dissenters’ appraisal rights with respect to their shares of Pennsylvania Preferred Stock.

A record holder may assert dissenters rights as to fewer than all the shares registered the name of the record holder only if the record holder dissents with respect to all the shares of the same class beneficially owned by any one person and discloses the name and address of the person or persons on whose behalf the

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record holder is dissenting. A beneficial owner may not dissent with respect to some but less than all of the shares of the same class owned by the beneficial owner, whether or not all the shares owned by the beneficial owner are registered in the name of the beneficial owner.

If you are a beneficial owner but not a record holder (e.g., you hold your shares through a bank, brokerage firm or other nominee), you may assert dissenters’ rights if, not later than the time you assert dissenters’ rights, you submit to the Company a written consent of the record holder. Alternatively, the record holder may assert dissenters’ rights on your behalf. You should consult with your bank, broker or other nominee to determine the appropriate procedures for asserting dissenters’ rights.

~~Notice to Demand Payment~~

If the Reincorporation Merger is approved at the special meeting, the Company will mail a notice to all dissenters who gave due notice of intention to demand payment and who did not vote for approval of the Reincorporation Merger. The notice will state where and when you must deliver a written demand for payment and where you must deposit certificates for your shares of Pennsylvania Preferred Stock in order to obtain payment. The notice will include a form for demanding payment and a copy of Subchapter D of Chapter 15 of the PBCL. The time set for receipt of the demand for payment and deposit of certificated shares will be not less than 30 days from the date of mailing of the notice.

~~Failure to Comply with Notice to Demand Payment~~

You must take each step in the order above and in strict compliance with the PBCL to maintain your dissenters’ appraisal rights. If you fail to follow these steps, you will lose your dissenters’ appraisal rights and your shares of Pennsylvania Preferred Stock will be deemed to have been automatically converted at the Effective Time of the Reincorporation Merger into corresponding shares of Arconic Delaware preferred stock pursuant to the Reincorporation Merger Agreement.

~~Payment of Fair Value of Shares~~

Promptly after the Effective Time, or upon timely receipt of a demand for payment if the Effective Time already has taken place, Arconic Delaware, as successor to Arconic Pennsylvania, will send dissenters who have made demand (and if their shares are certificated, have deposited their certificates) the amount that Arconic Delaware estimates to be the fair value of the shares or give written notice that no remittance will be made. The remittance or notice will be accompanied by:

•

A closing balance sheet and statement of income of Arconic Pennsylvania 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;

•

~~A statement of Arconic Delaware’s estimate of the fair value of the shares of Pennsylvania Preferred Stock; and~~

•

~~A notice of the right of the dissenter to demand supplemental payment, accompanied by a copy of Subchapter D of Chapter 15 of the PBCL.~~

If Arconic Delaware does not remit the amount of its estimate of the fair value of the shares of Pennsylvania Preferred Stock as provided above, it will return all certificates that have been deposited and release uncertificated shares from any transfer restrictions imposed by reason of the demand for payment. Arconic Delaware may make a notation on any such certificate or on the records of Arconic Delaware relating to any such uncertificated shares that a demand for payment has been made. If shares of Pennsylvania Preferred Stock with respect to which notation has been so made are transferred, a transferee of such shares of Pennsylvania Preferred Stock will not acquire by such transfer any rights in Arconic Pennsylvania or Arconic Delaware other than those that the original dissenter had after making demand for payment.

~~Estimate by Dissenter of Fair Value of Shares~~

If a dissenter believes that the amount stated or remitted by Arconic Delaware is less than the fair value of the shares, the dissenter may send his or her estimate of the fair value of the shares to Arconic Delaware, which will be deemed a demand for payment of the amount of the deficiency. If Arconic Delaware remits

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payment or sends notice to the dissenter of the estimated value of a dissenters’ shares and the dissenter does not file his or her own estimate within 30 days after the mailing by Arconic Delaware of its remittance or notice, the dissenter will be entitled to no more than the amount stated in the notice or remitted by Arconic Delaware.

~~Valuation Proceeding~~

If any demands for payment remain unsettled within 60 days after the latest to occur of (1) the Effective Time of the Reincorporation Merger, (2) timely receipt by Arconic Delaware (or Arconic Pennsylvania) of any demands for payment, or (3) timely receipt by Arconic Delaware (or Arconic Pennsylvania) of any estimates by dissenters of the fair value, then Arconic Delaware (or Arconic Pennsylvania) may file an application in court requesting that the court determine the fair value of the Pennsylvania Preferred Stock. If this happens, all dissenters, no matter where they reside, whose demands have not been settled, will be made parties to the proceeding. In addition, a copy of the application will be delivered to each dissenter. If a dissenter is a nonresident, the copy will be served in the manner provided or prescribed by or under applicable provisions of Pennsylvania law relating to bases of jurisdiction and interstate and international procedure. The jurisdiction of the court will be plenary and exclusive. Such court may appoint an appraiser to receive evidence and recommend a decision on the issue of fair value. The appraiser will have such power and authority as may be specified in the order of appointment or in any amendment thereof. Each dissenter who is made a party will be entitled to recover the amount by which the fair value of his or her shares of Pennsylvania Preferred Stock is found to exceed the amount, if any, previously remitted, plus interest. Interest from the effective time of the merger until the date of payment will be at such rate as is fair and equitable under all of the circumstances, taking into account all relevant factors.

If Arconic Delaware (or Arconic Pennsylvania) fails to file the application, then any dissenter may file an application in the name of Arconic Delaware at any time within a period of 30 days following the expiration of the 60-day period and request that the court determine the fair value of the shares of Pennsylvania Preferred Stock. The fair value determined by the court may, but need not, equal the dissenters’ estimates of fair value and may be higher or lower than the value of the shares of Arconic Delaware preferred stock otherwise payable to Preferred Shareholders. If no dissenter files an application, then each dissenter entitled to do so shall be paid Arconic Delaware’s estimate of the fair value of the shares and no more, and may bring an action to recover any amount not previously remitted.

Arconic Pennsylvania (and following the Reincorporation, Arconic Delaware) intends to negotiate in good faith with any dissenting Preferred Shareholders. If, after negotiation, a claim cannot be settled, then Arconic Pennsylvania (or Arconic Delaware) intends to file an application requesting that the fair value of the stock be determined by the court.

~~Costs and Expenses~~

The costs and expenses of any valuation proceeding, including the reasonable compensation and expenses of any appraiser appointed by the court, will be determined by the court and assessed against Arconic Delaware, 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 the payment or supplemental payment in accordance with their estimate of the fair value of their shares, as described above, the court finds to be dilatory, obdurate, arbitrary, vexatious or in bad faith.

Fees and expenses of counsel and of experts for the respective parties may be assessed as the court deems appropriate against Arconic Pennsylvania or Arconic Delaware and in favor of any or all dissenting shareholders if Arconic Pennsylvania or Arconic Delaware failed to comply substantially with the requirements of Subchapter D of Chapter 15 of the PBCL, and may be assessed against either Arconic Pennsylvania, Arconic Delaware or a dissenting shareholder, 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 Subchapter D of Chapter 15 of the PBCL. If the court finds that the services of counsel for any dissenting shareholder were of substantial benefit to other dissenting shareholders similarly situated and should not be assessed against Arconic Pennsylvania or Arconic Delaware, it may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenting shareholders who were benefited.

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From and after the Effective Time, dissenting shareholders are not entitled to vote their shares of Pennsylvania Preferred Stock for any purpose and are not entitled to receive payment of dividends or other distributions on their shares of Pennsylvania Preferred Stock.

~~Material U.S. Federal Income Tax Consequences of the Reincorporation~~

The following is a general discussion of the material U.S. federal income tax consequences of the Reincorporation Merger to U.S. Holders (as defined below) of Arconic Pennsylvania common stock. This discussion is based on the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), the U.S. Treasury regulations promulgated thereunder, administrative rulings and published positions of the Internal Revenue Service (the ‘‘IRS’’) and judicial decisions, all as in effect on the date hereof, and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion.

For purposes of this discussion, a U.S. Holder means a beneficial owner of Arconic Pennsylvania common stock that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds Arconic Pennsylvania common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partners and the activities of the partnership. Partners in partnerships holding Arconic Pennsylvania common stock should consult their tax advisors. This discussion applies only to U.S. Holders that hold their shares of Arconic Pennsylvania common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or to holders who may be subject to special tax treatment under U.S. federal income tax laws (including, for example, holders who are dealers in securities or foreign currency, persons that are not U.S. Holders, insurance companies, tax-exempt organizations, banks, financial institutions, broker-dealers, holders who hold Arconic Pennsylvania common stock as part of a hedge, straddle, conversion or other risk reduction transaction, partnerships or other flow-through entities (and investors therein), U.S. expatriates, holders liable for the alternative minimum tax, holders whose functional currency is not the U.S. dollar, retirement plans, individual retirement accounts or other tax-deferred accounts, or holders who acquired Arconic Pennsylvania common stock pursuant to the exercise of compensatory stock options, the vesting of previously restricted shares of stock or otherwise as compensation or through a tax-qualified retirement plan). This discussion does not address any tax considerations under state, local, foreign, and other laws, nor does it address any U.S. federal tax considerations other than those pertaining to the U.S. income tax.

We have not sought, and will not seek, a ruling from the IRS regarding the federal income tax consequences of the Reincorporation Merger. EACH HOLDER OF ARCONIC PENNSYLVANIA COMMON STOCK SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REINCORPORATION MERGER TO SUCH HOLDER.

~~The Reincorporation Merger is intended to qualify as a ‘‘reorganization’’ within the meaning of Section 368(a) of the Code. Assuming the Reincorporation Merger so qualifies:~~

•

~~a U.S. Holder who receives Arconic Delaware common stock in exchange for Arconic Pennsylvania common stock pursuant to the Reincorporation Merger will not recognize gain or loss;~~

•

the aggregate tax basis of the shares of Arconic Delaware common stock received in the Reincorporation Merger will be the same as the aggregate tax basis of the shares of Arconic Pennsylvania common stock surrendered in exchange therefor; and

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•

the holding period 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.

The preceding discussion is intended only as a general discussion 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.

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~~STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS~~

~~The following shareholders reported to the U.S. Securities and Exchange Commission that they beneficially owned more than 5% of Arconic common stock as of the date indicated.~~

~~Name and Address of Beneficial Owner~~

~~Title of Class~~

~~Amount and Nature of~~
~~Beneficial Ownership~~

~~Percentage of Class~~

~~Elliott Associates, L.P.~~
~~40 West 57~~th ~~Street~~
~~New York, NY 10019~~

~~Common Stock~~

~~51,102,133~~(1)

~~11.6~~%

~~Elliott International, L.P.~~
~~c/o Maples & Calder~~
~~P.O. Box 309~~
~~Ugland House, South Church Street~~
~~George Town~~
~~Cayman Islands, British West Indies~~

~~Elliott International Capital Advisors Inc.~~
~~40 West 57~~th ~~Street~~
~~New York, NY 10019~~

~~The Vanguard Group~~
~~100 Vanguard Boulevard~~
~~Malvern, PA 19355~~

~~Common Stock~~

~~40,317,253~~(2)

~~9.19~~%

~~BlackRock, Inc.~~
~~55 East 52~~nd ~~Street~~
~~New York, NY 10022~~

~~Common Stock~~

~~32,493,063~~(3)

~~7.4~~%

~~(1)~~17.

As reported in a Schedule 13D amendment dated May 30, 2017. Elliott Associates L.P. reported that it had sole power to vote and dispose of 16,352,683 shares; Elliott International, L.P. reported that it had shared power to vote and dispose of 34,749,450 shares; and Elliott International Capital Advisors Inc. reported that it had shared power to vote and dispose of 34,749,450 shares. In addition, these Elliott entities collectively had economic exposure comparable to approximately 1.6% of the shares of common stock outstanding pursuant to certain derivative agreements disclosed in the Schedule 13D amendment.When are 2020 shareholder proposals due?

~~(2)~~

As reported in a Schedule 13G amendment dated February 9, 2017. The Vanguard Group, an investment adviser, reported that it had sole power to vote 682,187 shares, sole power to dispose of 39,544,956 shares, shared power to vote 94,567 of the reported shares, and shared power to dispose of 772,297 shares.

~~(3)~~

As reported in a Schedule 13G amendment dated January 18, 2017. BlackRock, Inc., a parent holding company, reported that it had sole power to vote 28,389,853 shares, sole power to dispose of 32,452,092 shares, and shared power to vote and dispose of 40,971 shares.

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~~STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS~~

The following table shows the ownership of Arconic common stock, deferred share units, and deferred restricted share units, as of July 26, 2017, by each director, each of the named executive officers, and all directors and executive officers (serving as of July 26, 2017) as a group.

Deferred share units provide directors with the same economic interest as if they own Arconic common stock. Upon a director’s retirement from the Board, the deferred share units are settled in cash at a value equivalent to the then-prevailing market value of our common stock.

Name of Beneficial Owner
Shares of
Common
Stock(1)

Deferred Share
Units(2)

Deferred
Restricted
Share Units(3)
Total
Directors
James F. Albaugh — — 4,409 4,409
Christopher L. Ayers 7,425 — 4,409 11,834
Arthur D. Collins, Jr. 16,666 66,679 10,373 93,718
Elmer L. Doty — — 4,409 4,409
Rajiv L. Gupta — — 7,521 7,521
Sean O. Mahoney — 7,250 7,521 14,771
Patrice E. Merrin 10,000 — 4,409 14,409
E. Stanley O’Neal — 45,866 10,190 56,056
John C. Plant 10,000(4) 3,565 7,521 21,086
Julie G. Richardson — — 7,521 7,521
Patricia F. Russo 3,333(5) 31,938 7,928 43,199
Ulrich R. Schmidt 3,333 3,384 7,521 14,238
Named Executive Officers
David P. Hess* 10,481(6) — 711 11,192
Kenneth J. Giacobbe 18,639 — — 18,639
Christoph Kollatz — — — —
Klaus Kleinfeld 2,295,627 11,576 — 2,307,203
William F. Oplinger — — — —
Kay H. Meggers 282,872 284 — 283,156
Karl Tragl — — — —
Olivier Jarrault 141,997 — — 141,997
Audrey Strauss 237,217 — — 237,217
All Directors and Executive Officers as a Group (21 individuals) 265,552 176,983 84,443 526,978

~~Also serves as a director~~

~~(1)~~

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Mr. Kleinfeld (1,657,527); Mr. Meggers (194,696); Mr. Jarrault (60,382); Ms. Strauss (172,622); and all executive officers as a group (98,997). No awards of stock options have been made to non-employee directors. As of July 26, 2017, individual directors and executive officers, as well as all directors and executive officers as a group, beneficially owned less than 1% of the outstanding shares of common stock.

~~(2)~~

This column lists (i) for executive officers, deferred share equivalent units held under the Arconic Deferred Compensation Plan, and (ii) for directors, deferred share equivalent units held under the Amended and Restated Deferred Fee Plan for Directors and the Deferred Fee Plan for Directors (in effect before 2005). Each deferred share equivalent unit tracks the economic performance of one share of Arconic common stock and is fully vested upon grant, but does not have voting rights.

~~(3)~~

This column lists deferred restricted share units issued under the 2013 Arconic Stock Incentive Plan, as amended and restated. Each deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of Arconic common stock upon settlement. The annual deferred restricted share units vest on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date, subject to continued service through the vesting date (with certain limited exceptions). Deferred restricted share units granted in lieu of cash compensation pursuant to a director’s deferral election are fully vested at grant.

~~(4)~~

~~Held by a trust of which Mr. Plant is the trustee and a beneficiary.~~

~~(5)~~

~~Held by a trust of which Ms. Russo is the trustee and a beneficiary.~~

~~(6)~~

Includes 3,866 shares held in a revocable trust, of which Mr. Hess and his spouse are trustees and beneficiaries, and 2,666 shares held in a charitable remainder unitrust, of which Mr. Hess and his spouse are trustees and beneficiaries.

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~~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,” “guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Arconic’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements and guidance regarding future financial results or operating performance; statements about Arconic’s strategies, outlook, business and financial prospects; and forecasts and expectations relating to end markets. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Arconic believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (a) deterioration in global economic and financial market conditions generally; (b) unfavorable changes in the markets served by Arconic; (c) the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; (d) changes in discount rates or investment returns on pension assets; (e) Arconic’s inability to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures, facility closures, curtailments, expansions, or joint ventures; (f) the impact of cyber attacks and potential information technology or data security breaches; (g) any manufacturing difficulties or other issues that impact product performance, quality or safety; (h) political, economic, and regulatory risks in the countries in which Arconic operates or sells products; (i) material adverse changes in aluminum industry conditions, including fluctuations in London Metal Exchange-based aluminum prices; (j) the impact of changes in foreign currency exchange rates on costs and results; (k) the outcome of contingencies, including legal proceedings, government or regulatory investigations, and environmental remediation, which can expose Arconic to substantial costs and liabilities; and (l) the other risk factors discussed in Arconic’s Form 10-K for the year ended December 31, 2016, Arconic’s Form 10-Q for the quarter ended June 30, 2017, and other reports filed with the U.S. Securities and Exchange Commission (SEC). Arconic disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks discussed above and other risks in the market.

~~OTHER BUSINESS~~

We are not aware of any matters, other than as indicated above, that will be presented for action at the special meeting. However, if any other matters properly come before the special meeting, the persons named in the enclosed proxy intend to vote such proxy in their discretion on such matters.

~~SHAREHOLDER PROPOSALS AND NOMINATIONS OF DIRECTOR CANDIDATES~~

Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. The written submission should comply with all requirements set forth in the Pennsylvania Articles and Pennsylvania By-Laws (or, in the event that the Reincorporation has been completed, the Delaware Certificate and Delaware Bylaws). The Governance and Nominating Committee of the Board will consider all candidates recommended by shareholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.

The Pennsylvania Articles provide (and in the event that the Reincorporation has been completed, the Delaware Certificate will provide) that any shareholder entitled to vote at an annual shareholders’ meeting may nominate one or more director candidates for election at that annual meeting by following certain prescribed procedures. Not later than 90 days (and in the event that the Reincorporation has been completed, also not earlier than 120 days) before the anniversary date of the immediately preceding annual

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meeting, the shareholder must provide to Arconic’s Corporate Secretary written notice of the shareholder’s intent to make such a nomination or nominations. The notice must contain all of the information required in the Pennsylvania Articles and Pennsylvania By-Laws (or, in the event that the Reincorporation has been completed, the Delaware Certificate and Delaware Bylaws). Any such notice must be sent to our principal executive offices: Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. The deadline for receipt of any shareholder nominations for the 2018 annual meeting is February 24, 2018.

Shareholder nominations for candidates for election at the 2018 annual meeting that the shareholder wishes to include in the Company’s proxy materials relating to the 2018 annual meeting must be received by the Company at the above address no earlier than October 18, 2017 and no later than November 17, 2017, together with all information required to be provided by the shareholder in accordance with the proxy access provision in the Pennsylvania By-Laws (or, in the event that the Reincorporation has been completed, the Delaware Bylaws).

To be considered for inclusion in ~~Arconic’s 2018~~the Company’s 2020 proxy statement, shareholder proposals submitted in accordance with SEC Rule 14a-8 must be received in writing at our principal executive offices no later than November ~~17, 2017.~~29, 2019. Address all shareholder proposals to: Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. Subject to the terms and conditions set forth in the Company’s Bylaws, shareholder nominations for candidates for election at the 2020 Annual Meeting, which the shareholder wishes to include in the Company’s proxy materials relating to the 2020 Annual Meeting, must be received by the Company at the above address no earlier than October 30, 2019 and no later than November 29, 2019, together with all information required to be provided by the shareholder in accordance with the proxy access provision in the Bylaws. For any proposal that is not submitted for inclusion in next year’s proxy statement, but is instead sought to be presented directly at the ~~2018 annual meeting,~~2020 Annual Meeting, notice of intention to present the proposal, including all information required to be provided by the shareholder in accordance with the ~~Pennsylvania By-Laws (or, in the event that the Reincorporation has been completed, the Delaware Bylaws),~~Company’s Bylaws, must be received in writing at our principal executive offices byno earlier than January 15, 2020 and no later than February ~~24, 2018.~~14, 2020. Address all notices of intention to present proposals at the ~~2018 annual meeting~~2020 Annual Meeting to: Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608.

~~WHERE YOU CAN FIND MORE INFORMATION~~

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2019 Proxy Statement

Questions and Answers About the Meeting and Voting (continued)

18.

Who pays for the solicitation of proxies?

Arconic pays the cost of soliciting proxies. Proxies will be solicited on behalf of the Board of Directors by mail, telephone, other electronic means or in person. We ~~file~~have retained Innisfree M&A Incorporated, 501 Madison Avenue, New York, NY 10022, to assist with the solicitation for an estimated fee of $15,000, plus expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their votes.

19.

How do I comment on Company business?

Your comments are collected when you vote using the Internet. We also collect comments from the proxy card if you vote by mailing the proxy card. You may also send your comments to us in care of the Corporate Secretary: Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. Although it is not possible to respond to each shareholder, your comments help us to understand your concerns.

20.

Can I access the proxy materials on the Internet?

Yes. The Company’s 2019 Proxy Statement and 2018 Annual Report are available at www.arconic.com/annualmeeting.

21.

How may I obtain a copy of Arconic’s Annual Report on Form 10-K?

The Company will provide by mail, without charge, a copy of its Annual Report on Form 10-K for the year ended December 31, 2018 (not including exhibits and documents incorporated by reference), at your request. Please direct all requests to Arconic Inc., Corporate Communications, 201 Isabella Street, Pittsburgh, PA 15212-5858.

22.

Who should I contact if I have questions or need assistance voting?

Please contact Innisfree, our proxy solicitor assisting us in connection with the annual ~~quarterly,~~meeting. Shareholders may call toll free at 1-877-750-5836. Banks and ~~current reports, proxy~~brokers may call collect at 1-212-750-5833.

TABLE OF CONTENTS

2019 Proxy Statement

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 ~~other information, including our financial statements, with~~that are traditionally performed by the ~~SEC. Our SEC filings are available~~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 ~~public over~~Company such as tax compliance and support, without impairing the ~~Internet at~~auditor’s independence. However, the ~~SEC’s web site at www.sec.gov and on~~Audit Committee will not permit the ~~investor relations page~~retention of ~~our corporate website at www.arconic.com. Arconic’s website~~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 ~~information contained therein~~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.

2019 Proxy Statement

Attachments (continued)

VIII. Supporting Documentation

TABLE OF CONTENTS

~~EXHIBIT A~~

2019 Proxy Statement

~~Form of Reincorporation Merger Agreement~~

~~A-1~~ATTACHMENT B – Arconic Inc. Peer Group Companies for Market Information for 2018 Executive Compensation Decisions (non-CEO positions)

(CEO peer group listed on pages 49)

~~TABLE OF CONTENTS~~

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

~~This AGREEMENT AND PLAN OF MERGER, dated as of [ ], 2017 (this “Agreement”), is made by 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 to the transactions contemplated hereby, [ ] 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, prior 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, [ ] shares of Arconic Pennsylvania Common Stock are issued and outstanding, [ ] shares of Arconic Pennsylvania Class A Preferred Stock are issued and outstanding and [ ] shares of Arconic Pennsylvania Class B Preferred Stock are issued and outstanding, all of which such shares of Arconic Pennsylvania Class B Preferred Stock shall, by and in accordance with their terms, automatically convert on October 1, 2017 into shares of Arconic Pennsylvania Common Stock (unless earlier redeemed or converted).

C. The board of directors of Arconic Pennsylvania has determined 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 Business Corporation Law (the “PBCL”), Arconic Pennsylvania shall be merged with and into Arconic Delaware (the “Merger”), whereupon the 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 PBCL 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 Articles 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 PBCL.~~

~~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 PBCL 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,

~~A-5~~

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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 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, to the exclusive jurisdiction of 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 and the same instrument.~~

K. ~~Entire Agreement~~. This Agreement and the documents referred to herein constitute the entire agreement of the parties hereto and supersede all prior agreements and understandings, written or oral, among the parties with respect to the subject matter hereof.

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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.~~ ~~a Delaware corporation~~Air Products and Chemicals	Entergy	NRG Energy
~~By:~~American Electric Power	FirstEnergy	Occidental Petroleum
~~Name:~~ ~~Title:~~Arrow Electronics

~~ARCONIC INC.~~ ~~a Pennsylvania corporation~~Goodyear Tire & Rubber	Oshkosh
~~By:~~Avnet	Ingersoll Rand	Parker Hannifin
~~Name:~~ ~~Title:~~Ball	International Paper	Praxair
BorgWarner	Jabil Circuit	Rockwell Automation
Corning	Jacobs Engineering	Stanley Black & Decker
Danaher	Kinder Morgan	Stryker
Dominion Energy	L-3 Communications	Textron
Eastman Chemical	Lafarge North America	Thermo Fisher Scientific
Eaton	Lear	United States Steel
Ecolab	Mosaic	Whirlpool
Edison International	Northrup Grumman

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

~~A-7~~

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~~Exhibit A~~

Certificate of Incorporation of Surviving Corporation*

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

~~A-8~~

~~TABLE OF CONTENTS~~

~~Exhibit B~~

Bylaws of Surviving Corporation*

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

~~A-9~~

TABLE OF CONTENTS

~~EXHIBIT B~~

2019 Proxy Statement

~~Form of Delaware Certificate~~

~~B-1~~ATTACHMENT C – Calculation of Financial Measures

Segment Measures

($ in millions)	Year ended
	December 31, 2018			December 31, 2017
Engineered Products and Solutions:
Third-party sales		$	6,316		$	5,943
Segment operating profit		$	891		$	964
Segment operating profit margin			14.1%			16.2%
Global Rolled Products:
Third-party sales		$	5,604		$	5,000
Intersegment sales		$	160		$	148
Segment operating profit		$	386		$	424
Segment operating profit margin			6.9%			8.5%
Transportation and Construction Solutions:
Third-party sales		$	2,126		$	2,011
Segment operating profit		$	304		$	290
Segment operating profit margin			14.3%			14.4%
Reconciliation of Total segment operating profit to Consolidated income before taxes:
Total segment operating profit		$	1,581		$	1,678
Unallocated amounts:
Restructuring and other charges			(9)			(165)
Impairment of goodwill			—			(719)
Corporate expense			(247)			(314)
Consolidated operating income			1,325			480
Interest expense			(378)			(496)
Other income (expense), net			(79)			486
Consolidated income before income taxes		$	868		$	470

TABLE OF CONTENTS

~~CERTIFICATE OF INCORPORATION~~
OF
~~ARCONIC INC.~~

2019 Proxy Statement

Attachment C (continued)

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

~~The name~~

Reconciliation of Net Income Excluding Special items

(in millions, except per-share amounts)	Year ended
	December 31, 2018		December 31, 2017
Net income (loss)		$642		$(74)
Diluted earnings (loss) per share (EPS)		$1.30		$(0.28)
Special items:
Restructuring and other charges		9		165
Discrete tax items1		(15)		223
Other special items2		59		264
Tax impact3		(19)		40
Net income excluding Special items		$676		$618
Diluted EPS excluding Special items		$1.36		$1.22
Average number of shares – diluted EPS excluding Special items4		502,627,363		471,472,729

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

Discrete tax items for each period included the following:

•

for the year ended December 31, 2018, a benefit related to certain prior year foreign investment losses no longer recapturable ($74); a benefit to reverse a foreign tax reserve that is effectively settled ($38), a benefit to release valuation allowances and revalue deferred taxes due to current year tax law and tax rate changes in various U.S. states ($12), a benefit to record prior year adjustments in various jurisdictions ($7), a benefit to recognize the tax impact of prior year foreign losses in continuing operations that were supported by foreign income in other comprehensive income ($6), partially offset by a charge to establish a tax reserve in Spain ($60); a net charge resulting from the Company’s finalized analysis of the ~~corporation is: Arconic Inc. (the “Corporation”).~~U.S. Tax Cuts and Jobs Acts of 2017 ($59); and a net charge for a number of small items ($3); and

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

~~The address~~•

for the year ended December 31, 2017, a charge resulting from the enactment of the ~~registered office~~U.S. Tax Cuts and Jobs Acts of 2017 that principally relates to the revaluation of U.S. deferred tax assets and liabilities from 35% to 21% ($272), charge for a reserve against a foreign attribute resulting from the Company’s Delaware reincorporation ($23), partially offset by a benefit for the reversal of state valuation allowances ($69) and a number of small items ($3).

Other special items included the following:

•

for the year ended December 31, 2018, costs related to settlements of certain customer claims primarily related to product introductions ($38), a benefit from establishing a tax indemnification receivable ($29) reflecting Alcoa Corporation’s 49% share of the ~~Corporation in~~Spanish tax reserve, costs related to the ~~State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name~~early redemption of the ~~registered agent~~Company’s outstanding 5.720% Senior Notes due 2019 ($19), legal and other advisory costs related to Grenfell Tower ($18), strategy and portfolio review costs ($7), a charge for a number of small tax items ($5), and an other charge ($1); and

•

for the year ended December 31, 2017, an impairment of goodwill related to the forgings and extrusions business ($719), a gain on the sale of a portion of Arconic’s investment in Alcoa Corporation common stock ($351), a gain on the exchange of the remaining portion of Arconic’s investment in Alcoa Corporation ~~at such address is The Corporation Trust Company. The Corporation may have such other offices, either within or without~~common stock ($167), a favorable adjustment to 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~~

~~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”).~~

~~ARTICLE IV~~
~~STOCK~~

~~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~~”)Firth Rixson earn-out ($81), ~~(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~~costs associated with the ~~Serial Preferred Stock, the “Preferred Stock”) and (iii) 600,000,000 shares~~Company’s early redemption 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$1,250 of outstanding ~~shares~~senior notes ($76), proxy, advisory, and governance-related costs ($58), a favorable adjustment to a separation-related guarantee liability ($25), costs associated with the separation of ~~Common Stock shall have~~Alcoa Inc. ($18), legal and other advisory costs related to Grenfell Tower ($14), and costs associated with 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.Company’s Delaware reincorporation ($3).

~~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),

~~B-2~~

TABLE OF CONTENTS

~~dividend rights, dissolution rights, conversion rights, exchange rights~~

2019 Proxy Statement

Attachment C (continued)

The tax impact on special items is based on the applicable statutory rates whereby the difference between such rates and ~~redemption rights thereof, as shall be stated and expressed in~~Arconic’s consolidated estimated annual effective tax rate is itself 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:~~Special item.

~~(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~~average number of shares applicable to diluted EPS excluding Special items, includes certain share equivalents as their effect was dilutive. For all periods presented, share equivalents associated with outstanding employee stock options and ~~subject~~awards and shares underlying outstanding convertible debt (acquired through the acquisition of RTI) were dilutive based on Net income excluding Special items. For the year ended December 31, 2017, share equivalents associated with mandatory convertible preferred stock were anti-dilutive based on Net income excluding Special items.

Reconciliation of Adjusted Free Cash Flow

($ in millions)	Year ended
	December 31, 2018			December 31, 2017
Cash provided from (used for) operations		$	217		$	(39)
Cash receipts from sold receivables1			1,016			792
Capital expenditures			(768)			(596)
Adjusted free cash flow		$	465		$	157

Accounting guidance effective in 2018 changed the classification of Cash receipts from sold receivables in the cash flow statement, reclassifying it from Operating activities to Investing activities. Under the prior accounting guidance, Cash receipts from sold receivables were included in the (Increase) in receivables line in the Operating activities section of the statement of cash flows.

There has been no change in the net cash funding in the sale of accounts receivable program in the fourth quarter of 2018. It remains at $350.

Adjusted free cash flow is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews cash flows generated from operations after taking into consideration capital expenditures (due to the ~~provisions~~fact that these expenditures are considered necessary to maintain and expand Arconic’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. In conjunction with the implementation of the new accounting guidance on changes to the classification of certain cash receipts and cash payments within the statement of cash flows, specifically as it relates to the requirement to reclassify cash receipts from net sales of beneficial interest in sold receivables from operating activities to investing activities, the Company has changed the calculation of its measure of Adjusted free cash flow to include cash receipts from net sales of beneficial interest in sold receivables. This change to our measure of Adjusted free cash flow is being implemented to ensure consistent presentation of this ~~Article IV~~,measure across all historical periods. The adoption of this accounting guidance does not reflect a change in our underlying business or activities. It is important to note that Adjusted free cash flow does not represent the ~~relative rights and preferences of any series so established, provided that all shares of Preferred Stock shall be identical except~~residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such 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 seriesmandatory debt service requirements, 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.

~~(b)~~ ~~Dividends~~.

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,not deducted from the ~~quarter yearly dividend payment date next preceding the date of issue of such shares.~~

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.

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.measure.

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~~(c)~~

~~Liquidation~~2019 Proxy Statement~~. In~~

Attachment C (continued)

Reconciliation of Operating Income Excluding Special Items

($ in millions)	Year ended
	December 31, 2018			December 31, 2017
Operating income		$	1,325		$	480
Special items:
Restructuring and other charges			9			165
Impairment of goodwill			—			719
Separation costs			—			18
Proxy, advisory and governance-related costs			—			58
Delaware reincorporation costs			—			3
Legal and other advisory costs related to Grenfell Tower			18			14
Strategy and portfolio review costs			7			—
Settlements of certain customer claims primarily related to product introductions			38			—
Operating income excluding Special items		$	1,397		$	1,457
Adjustment for incentive compensation1			(6)			n/a
Operating income excluding Special items – as adjusted for incentive compensation		$	1,391			n/a

Operating income excluding Special items is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews the ~~event~~operating results of ~~any liquidation, dissolution or winding up~~Arconic excluding the impacts of ~~the Corporation, whether voluntary or involuntary, then before any payment or distribution shall~~Special items. There can be ~~made~~no assurances that additional Special items will not occur in future periods. To compensate for this limitation, management believes that it is appropriate 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~~consider both Operating income determined under GAAP as ~~shall have been fixed by the Board of Directors~~well 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)~~.Operating income excluding Special items.

~~(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. 1

~~no additional class~~The adjustment for incentive compensation included the normalization of ~~stock ranking on a parity with the Preferred Stock as~~foreign currency exchange rates realized in 2018 results to ~~dividends or assets shall be authorized;~~those contemplated in Arconic’s 2018 Plan.

~~the authorized number~~Reconciliation 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~~Controllable Free Cash Flow

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:

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;

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

($ in millions)	Year ended December 31, 2018
Operating income		$	1,325
Special items:
Restructuring and other charges			9
Legal and other advisory costs related to Grenfell Tower			18
Strategy and portfolio review costs			7
Settlements of certain customer claims primarily related to product introductions			38
Operating income excluding Special items		$	1,397
Add: Depreciation and amortization			576
Less: Capital expenditures			(768)
Less: Change in Receivables from customers, less allowances			(12)
Less: Change in Deferred purchase program			(47)
Less: Change in Inventories			(12)
Add: Change in Accounts payable, trade			290
Controllable Free Cash Flow		$	1,424
Adjustment for incentive compensation1			(9)
Controllable Free Cash Flow – as adjusted for incentive compensation		$	1,415

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2019 Proxy Statement

~~the authorized number of shares of any class of stock ranking senior~~

Attachment C (continued)

Controllable free cash flow is a non-GAAP financial measure. Management believes that this measure is meaningful to ~~the Preferred Stock as to dividends or assets shall~~investors because management reviews Operating income excluding Special items, adding back noncash depreciation and amortization, and adjusting for controllable items including capital expenditures and changes in working capital. The Controllable free cash flow presented may not be ~~increased; and~~comparable to similarly titled measures of other companies.

The adjustment for incentive compensation included the normalization of foreign currency exchange rates realized in 2018 results to those contemplated in Arconic’s 2018 Plan.

D. Reconciliation of Adjusted Revenue

($ in millions)	Year ended December 31, 2018
Sales		$	14,014
Adjustment for performance-based restricted share units1			62
Revenue – as adjusted for performance-based restricted share units		$	14,076

Adjusted revenue is a non-GAAP financial measure. Management believes that this measure is meaningful to investors as Adjusted revenue is more reflective of historical revenue performance.

The adjustment for performance-based restricted share units included the ~~Corporation shall not (I) sell, lease, convey or part with control~~normalization of ~~all or substantially all of its property or business or (II) voluntarily liquidate, dissolve or wind up its affairs.~~foreign currency exchange rates realized in 2018 results to those contemplated in Arconic’s 2018 Plan.

~~Notwithstanding~~Reconciliation of Consolidated Adjusted EBITDA Margin

($ in millions)	Year ended December 31, 2018
Net income		$	642
Add:
Provision for income taxes			226
Other expense (income), net			79
Interest expense			378
Restructuring and other charges			9
Provision for depreciation and amortization			576
Consolidated adjusted EBITDA		$	1,910
Add:
Settlements of certain customer claims primarily related to product introductions			38
Strategy and portfolio review costs			7
Legal and other advisory costs related to Grenfell Tower			18
Consolidated adjusted EBITDA, excluding Special items		$	1,973
Sales		$	14,014
Adjusted EBITDA margin			13.6%
Adjusted EBITDA margin, excluding Special items			14.1%
Adjustment for performance-based restricted share units1			(0.1)%
Adjusted EBITDA margin, excluding Special items – as adjusted for incentive compensation			14.0%

Arconic’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 ~~foregoing:~~

~~(x)~~

~~except as otherwise required by law, the voting rights~~following items: Cost of ~~any series of Class B Serial Preferred Stock may be limited or eliminated by the Board of Directors prior~~goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful 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.

2019 Proxy Statement

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

~~B-6~~

Attachment C (continued)

~~TABLE OF CONTENTS~~

~~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~~investors because Adjusted EBITDA provides additional information with respect to Arconic’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 companies.

Additionally, Adjusted EBITDA, excluding Special items is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews the operating results of Arconic excluding the impacts of Special items, such ~~series~~as costs associated with the settlement of ~~Preferred Stock,~~certain customer claims primarily related to product introductions, strategy and ~~unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause,~~portfolio review, 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 vacancieslegal 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~~advisory costs related to Grenfell Tower (collectively “Special items”). ~~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~~This measure provides additional information with respect to Arconic’s operating performance and the Company’s ability to meet its financial obligations excluding such ~~series~~costs.

The adjustment for performance-based restricted share units included the normalization of ~~Preferred Stock, cumulative voting~~foreign currency exchange rates realized in 2018 results to those contemplated in Arconic’s 2018 Plan.

Reconciliation of Return on Net Assets (RONA)

($ in millions)	Year ended December 31, 2018
Net income		$	642
Special items1			34
Net income excluding Special items			676

Net Assets:	December 31, 2018
Add: Receivables from customers, less allowances		$	1,047
Add: Deferred purchase program2			234
Add: Inventories			2,492
Less: Accounts payable, trade			2,129
Working capital			1,644
Properties, plants, and equipment, net (PP&E)			5,704
Net assets - total		$	7,348
RONA			9.2%
Adjustment for performance-based restricted share units3			(0.1)%
RONA – as adjusted for incentive compensation			9.1%

RONA is a non-GAAP financial measure. RONA is calculated as Net income excluding Special items divided by working capital and net PP&E. Management believes that this measure is meaningful to investors as RONA helps management and investors determine the ~~election~~percentage of ~~directors~~net income the company is ~~specifically denied.~~generating from its assets. This ratio tells how effectively and efficiently the company is using its assets to generate earnings.

~~ARTICLE VII~~1
~~STOCKHOLDER ACTION~~

~~Section 1.~~ ~~Stockholder Action by Written Consent. Subject~~See “Reconciliation of Net income excluding Special items” for a description of Special items.

The Deferred purchase program relates to an arrangement to sell certain customer receivables to several financial institutions on a recurring basis. Arconic is adding back the ~~rights~~receivable for the purposes 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.Working capital calculation.

~~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~~3
~~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~~

~~B-7~~

~~TABLE OF CONTENTS~~

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~~adjustment for performance-based restricted share units included the ~~right~~normalization of foreign currency exchange rates realized in 2018 results to ~~amend, alter, change or repeal any provision contained~~those contemplated 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.~~Arconic’s 2018 Plan.

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~~EXHIBIT C~~

2019 Proxy Statement

~~Form of Delaware Bylaws~~

~~C-1~~

ATTACHMENT D – 2013 Arconic Stock Incentive Plan, as Amended and Restated

~~TABLE OF CONTENTS~~

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

~~Incorporated under the Laws~~SECTION 1. PURPOSE. The purpose of the ~~State of Delaware~~

~~These Bylaws (the “Bylaws”) of~~2013 Arconic ~~Inc.,~~Stock Incentive Plan is to encourage selected Directors and Employees to acquire a ~~Delaware corporation, are effective as of [ ].~~

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

~~Section 1.1.~~ ~~Delaware Office. The registered office of Arconic Inc. (the “Corporation~~”)proprietary interest in the ~~State~~long-term growth and financial success of ~~Delaware shall be as stated from time~~the Company and to ~~time~~further link the interests of such individuals to the long-term interests of shareholders.

SECTION 2. DEFINITIONS. As used in the ~~Certificate of Incorporation~~Plan, the following terms have the meanings set forth below:

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the ~~Corporation (as amended,~~U.S. Securities Exchange Act of 1934, as amended.

“Award” means any Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit, or any other right, interest, or option relating to Shares or other property granted pursuant to the “~~Certificate~~provisions of ~~Incorporation”).~~the Plan.

~~Section 1.2.~~ ~~Other Offices~~“Award Agreement”~~. The Corporation~~ means any written or electronic agreement, contract, or other instrument or document evidencing any Award granted by the Committee hereunder, which may, ~~have such other offices, either inside~~but need not, be executed or ~~outside~~acknowledged by both the ~~State of Delaware, as~~Company and the Participant.

“Board” means the Board of Directors of the ~~Corporation~~Company.

“Change in Control” means the occurrence of an event set forth in any one of the following paragraphs:

(a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended) of 30% or more of either (A) the then-outstanding Shares (the “~~Board of Directors~~Outstanding Company Common Stock”) ~~may from time to time designate~~ or as(B) the ~~business~~combined voting power of the ~~Corporation may require.~~

~~Section 1.3.~~ ~~Books and Records. The books and records~~then-outstanding voting securities 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 CorporationCompany entitled to vote generally in the election of directors (the “~~Special Meeting Request Required Shares~~Outstanding Company Voting Securities”); provided, however, that, for purposes hereof, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates or (iv) any acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) of this definition;

(b) individuals who, ~~continue~~as of May 24, 2017, constituted the Board (the “Incumbent Board”) cease for any reason to ~~own the Special Meeting Request Required Shares~~constitute at ~~all times between such record date and the date~~least a majority of the ~~applicable meeting~~Board; provided, however, that any individual becoming a director subsequent to May 24, 2017 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of ~~stockholders. For purposes~~at least two-thirds of ~~this~~ ~~Section 2.2, a record or beneficial owner~~the directors then comprising the Incumbent Board shall be ~~deemed to “own” shares of capital stock~~considered as though such individual was a member of the ~~Corporation~~Incumbent Board; but, provided, further, that any such ~~record~~individual whose initial assumption of office occurs as a result of an actual 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 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 in accordance with the requirements of this ~~Section 2.2~~ ~~is received by the Secretary~~threatened election contest with respect 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~~election or removal of directors or other ~~person who serves as~~actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the ~~record stockholder~~Board shall not be considered a member of the Incumbent Board unless and until such ~~beneficial owner’s stock to sign the written request to call a special meeting. If a record stockholder~~individual 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 respect~~elected to the ~~capital stock~~Board at an annual meeting of the ~~Corporation beneficially owned by the beneficial owner who is directing the record stockholder to sign such written request to call a special meeting.~~

(D) Each written request to call a special meeting shall include the following and shall be delivered to the Secretary of the Corporation: (i) the signature of the record stockholder submitting such request andCompany occurring after the date such ~~request was signed, (ii)~~individual initially assumed office, so long as such election occurs pursuant to a nomination approved by a vote of at least two-thirds of the ~~text of each business proposal desired to be submitted for stockholder approval at~~directors then comprising the special meeting, and (iii) as to the beneficial owner, if any, directing such record stockholder to sign the written request to call 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 whoIncumbent Board, which nomination is not ~~acting solely as~~made pursuant to a ~~nominee,~~Company contractual obligation;

~~(1)~~reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially 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 noticeassets of the ~~special meeting (such record date,~~Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “~~Meeting Record Date~~Business Combination”), ~~to disclose the foregoing information as~~in each case unless, following such Business Combination, (i) all or substantially all of the ~~Meeting Record Date~~individuals and ~~(ii) not later than~~entities that were the ~~5th day before the special meeting, to disclose the foregoing information as~~beneficial owners of the ~~date that is ten (10) days~~Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 55% or more of the ~~special meeting or any adjournment or postponement thereof;~~

~~(2) with respect to each business proposal to be submitted~~then-outstanding shares of common stock (or, for ~~stockholder approval at~~a non-corporate entity, equivalent securities) and 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~~combined voting power of ~~all of~~ the ~~outstanding shares of capital stock of the Corporation~~then-outstanding voting securities entitled to vote generally in the election of directors (“~~Voting Stock”) required under applicable law to carry~~(or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such ~~proposal (such statement,~~Business Combination (including, without limitation, an entity that, as a “~~Solicitation Statement”); and~~

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

~~Each time~~transaction, owns the ~~Disclosing Party’s Voting Stock ownership position decreases following the delivery~~Company or all or substantially all of the ~~foregoing information~~Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior 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 asBusiness Combination of the ~~5th day before~~Outstanding Company Common Stock and the ~~special meeting, whichever is earlier.~~

~~(E) The Secretary shall not accept, and shall consider ineffective,~~Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a ~~written request to call a special meeting pursuant to clause (A)(3)~~non-corporate entity, equivalent securities) of ~~this~~ ~~Section 2.2~~:

~~(1) that does not comply with~~ the ~~provisions~~entity resulting from such Business Combination or the combined voting power 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 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);

2019 Proxy Statement

~~(5) if a Similar Item has been presented at any meeting of stockholders held within 180 days prior to receipt by the Secretary~~

Attachment D (continued)

then-outstanding voting securities of such ~~written request~~entity entitled to ~~call a special meeting (and, for purposes of this clause (5),~~vote generally in the election of directors ~~shall be deemed~~(or, for a non-corporate entity, equivalent securities), except to bethe extent that such ownership existed prior to the Business Combination, and (iii) at least a ~~Similar Item with respect to all items~~majority of ~~business involving~~ the ~~election or removal~~members of the board of directors ~~changing~~(or, for a non-corporate entity, equivalent governing body) of the ~~size~~entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d) the shareholders of ~~Directors~~the Company approve a plan of complete liquidation or dissolution of the Company.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, including rules, regulations and guidance promulgated thereunder and successor provisions and rules and regulations thereto (except as otherwise specified herein).

“Committee” means the ~~filling~~Compensation and Benefits Committee of ~~vacancies~~the Board, any successor to such committee or ~~newly created directorships resulting from~~a subcommittee thereof or, if the Board so determines, another committee of the Board, in each case composed of no fewer than two directors, each of whom is a Non-Employee Director and (as necessary for purposes of Outstanding Qualified Performance-Based Awards) an “outside director” within the meaning of Section 162(m). In accordance with Section 3(b) of the Plan, “Committee” shall include the Board for purposes of Awards granted to Directors.

“Company” means Arconic Inc., a Delaware corporation (formerly known as Alcoa Inc.), including any ~~increase~~successor thereto.

“Contingency Period” has the meaning set forth in SECTION 8.

“Director” means a member of the Board who is not an Employee.

“Employee” means any employee (including any officer or employee director) of the Company or of any Subsidiary.

“Equity Restructuring” means a nonreciprocal transaction between the Company and its shareholders, such as a stock dividend, stock split (including a reverse stock split), spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the Shares (or other securities of the Company) or the price of Shares (or other securities) and causes a change 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~~per share value of the ~~next annual meeting and ending on~~Shares underlying outstanding Awards.

“Executive Officer” means an officer who is designated as an executive officer by 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~~Board or 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 the 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~~its designees in accordance with the ~~representations~~definition of executive officer under Rule 3b-7 of the U.S. Securities Exchange Act of 1934, as amended.

“Exercisable Time-Based Award” has the meaning set forth ~~therein;~~in SECTION 12.

“Fair Market Value” with respect to Shares on any given date means the closing price per Share on that date as reported on the New York Stock Exchange or

~~(c) if any Disclosing Party does~~ other stock exchange on which the Shares principally trade. If the New York Stock Exchange or such other exchange is not ~~provide~~open for business on the ~~supplemental information~~date fair market value is being determined, the closing price as reported for the immediately preceding business day on which that exchange is open for business will be used. For avoidance of doubt, for tax purposes upon settlement of an Award, the fair market value of the Shares may be determined using such other methodology as may be required by applicable laws or as appropriate for administrative reasons.

~~Section 2.2(D)(3)~~“Family Member” has the same meaning as such term is defined in Form S-8 (or any successor form) promulgated under the U.S. Securities Act of 1933, as amended.

“Non-Employee Director” has the meaning set forth in Rule 16b-3(b)(3) under the U.S. Securities Exchange Act of 1934, as amended, or any successor definition adopted by the ~~final sentence of~~ U.S. Securities and Exchange Commission.

~~Section 2.2(D)~~“Option”~~, in accordance with~~ means any right granted to a Participant under the Plan allowing such ~~provisions.~~

~~(3) If a deemed revocation of all written requests~~Participant to ~~call a special meeting has occurred after~~purchase Shares at such price or prices and during such period or periods as the ~~special meeting has been called by~~Committee shall determine. All Options granted under the ~~Secretary, the Board of Directors shall have the discretion~~Plan are intended to ~~determine whether or not to proceed with the special meeting.~~

~~(G) The Board of Directors may submit its own proposal or proposals~~be nonqualified stock options 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 holderspurposes of the ~~Special Meeting Request Required Shares~~Code.

“Other Awards” has the meaning set forth in SECTION 10.

“Outstanding Qualified Performance-Based Awards” shall mean any Awards granted prior to, and that are ~~delivered~~outstanding as of, the Third Restatement Date and that are intended to constitute “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code. For avoidance of doubt, all provisions of the Plan governing Outstanding Qualified Performance Awards that were in effect prior to the ~~Secretary~~Third Restatement Date shall continue in effect with respect to Outstanding Qualified Performance-Based Awards, notwithstanding the elimination of such provisions from the Plan as 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 theThird Restatement Date.

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~~stockholder~~

2019 Proxy Statement

Attachment D (continued)

“Participant” means an Employee or a Director who is selected to receive an Award under the Plan.

“Performance Award” means any award granted pursuant to SECTION 11 and, as applicable, SECTION 13 hereof in the form of Options, Stock Appreciation Rights, Restricted Share Units, Restricted Shares or other awards of property, including cash, that have a performance feature described in SECTION 11 and/or SECTION 13.

“Performance Period” means that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such ~~stockholder’s address~~Award are to be measured. A Performance Period may not be less than one year.

“Plan” means this 2013 Arconic Stock Incentive Plan, as ~~it appears on~~amended and restated and as may be further amended from time to time.

“Prior Plans” mean the ~~records~~2009 Alcoa Stock Incentive Plan, 2004 Alcoa Stock Incentive Plan, the Long Term Stock Incentive Plan of Aluminum Company of America, and the Alcoa Stock Incentive Plan, each as amended and restated from time to time.

“Replacement Award” means an Award resulting from adjustments or substitutions referred to in Section 4(f) herein, provided that such Award is issued by a company (foreign or domestic) the majority of the ~~Corporation. If notice~~equity of which is ~~given~~listed under and in compliance with the domestic company listing rules of the New York Stock Exchange or with a similarly liquid exchange which has comparable standards to the domestic company listing standards of the New York Stock Exchange.

“Restricted Shares” has the meaning set forth in SECTION 8.

“Restricted Share Unit” has the meaning set forth in SECTION 9.

“Section 162(m)” means Section 162(m) of the Code as in effect prior to its amendment by ~~electronic transmission,~~the Tax Cuts and Jobs Act, P.L. 115-97; all references in the Plan to sections or subsections of Section 162(m) shall be construed accordingly.

“Shares” means the shares of common stock of the Company, $1.00 par value.

“Stock Appreciation Right” means any right granted under SECTION 7.

“Subsidiary” means any corporation or other entity in which the Company owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock in such ~~notice~~corporation or entity, and any corporation, partnership, joint venture, limited liability company or other business entity as to which the Company possesses a significant ownership interest, directly or indirectly, as determined by the Committee.

“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines.

“Third Restatement Date” has the meaning set forth in SECTION 16.

“Time-Based Award” means any Award granted pursuant to the Plan that is not a Performance Award.

SECTION 3. ADMINISTRATION.

(a) Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees of the Company and its Subsidiaries to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Award to be granted to each Employee Participant hereunder; (iii) determine the number of Shares to be covered by each Employee Award granted hereunder; (iv) determine the terms and conditions of any Employee Award granted hereunder, and make modifications to such terms and conditions with respect to any outstanding Employee Award, in each case, which are not inconsistent with the provisions of the Plan; (v) determine whether, to what extent and under what circumstances Employee Awards may be settled in cash, Shares or other property or canceled or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Employee Award under this Plan shall be deferred either automatically or at the election of the Participant; (vii) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (viii) determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to ~~be given at the times provided~~result 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 objecting to the holdinga Participant’s termination of ~~the meeting, or if notice is waived by those not present in accordance with~~ ~~Section 7.4~~service for purposes 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 meeting and the safety of those present, limitations on participation in the meeting 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 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 proposals 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 ofAwards

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Attachment D (continued)

granted under the ~~Corporation in accordance with these Bylaws. For nominations of individuals~~Plan; (ix) establish such rules and regulations and appoint such agents as it shall deem appropriate for ~~election to~~ the Board of Directors or proposals of other business to be properly requested by a stockholder 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 directionproper administration of the ~~Board of Directors~~Plan; and at(x) make any other determination and take any other action that the ~~time~~Committee deems necessary or desirable for administration of the ~~annual meeting, (ii) be entitled~~Plan, including, without limiting the generality of the foregoing, make any determinations necessary to ~~vote at such annual meeting and (iii) comply with~~effectuate the ~~procedures set forth in these Bylaws as to such business or nomination. Subject to~~ ~~Article IX~~purpose of ~~these Bylaws,~~Section 12(a)(v) below. Decisions of the ~~immediately preceding sentence~~Committee shall be final, conclusive and binding upon all persons, including 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~~”)Company, any Participant and ~~included in the Corporation’s notice of meeting) before an annual meeting of stockholders.~~

~~(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)shareholder; provided that the Board shall approve any decisions affecting Director Awards.

(b) Administration by the Board. The Board shall have full power and authority, upon the recommendation of the Governance and Nominating Committee of the Board to: (i) select the Directors ~~has determined that directors~~of the Company to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Award to be granted to each Director Participant hereunder; (iii) determine the number of Shares to be covered by each Director Award granted hereunder; (iv) determine the terms and conditions of any Director Award granted hereunder, and make modifications to such terms and conditions with respect to any outstanding Director Award, in each case, which are not inconsistent with the provisions of the Plan; (v) determine whether, to what extent and under what circumstances Director Awards may be settled in cash, Shares or other property or canceled or suspended; and (vi) determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to a Director Award under this Plan shall be ~~elected~~deferred either automatically or at ~~such meeting, by any stockholder~~the election of the ~~Corporation who (1) is a stockholder of record at~~Director. Notwithstanding any provision to the ~~time of giving of notice of such special meeting and at~~contrary in the ~~time~~Plan or in any policy of the ~~special meeting, (2) is entitled~~Company regarding compensation payable to ~~vote at~~a Director, the ~~meeting, and (3) complies with~~sum of 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,grant date fair value (determined 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~~Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all Awards payable in Shares and the maximum cash value of any other ~~business~~Award granted under the Plan to ~~be properly brought before~~ an ~~annual meeting by~~individual as compensation for services as a ~~stockholder pursuant~~Director, together with cash compensation paid to ~~Section 2.8(A)~~ ~~of these Bylaws,~~ the ~~stockholder must have given timely notice thereof (including,~~Director in the ~~case~~form of ~~nominations,~~Board and Committee retainer, meeting or similar fees, during any calendar year shall not exceed $750,000. For avoidance of doubt, compensation shall count towards this limit for the ~~completed and signed questionnaire, representation and agreement required by~~ ~~Section 2.10~~ ~~of these Bylaws), and timely updates and supplements thereof,~~calendar year 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~~which it was granted or earned, 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~~when distributed, in the event it is deferred.

SECTION 4. SHARES SUBJECT TO THE PLAN.

(a) Number of Shares Reserved under the Plan. Subject to the adjustment provisions of Section 4(f) below and the provisions of Section 4(b), commencing May 14, 2019, up to 66,666,666 Shares may be issued under the Plan (which reflects an increase of 20,000,000 Shares from 46,666,666, the number of Shares that were authorized for issuance under the Plan as of May 6, 2016). Each Share issued pursuant to an Award other than an Option or a Stock Appreciation Right shall count as 2.33 Shares for purposes of the foregoing authorization. Each Share issued pursuant to an Option or Stock Appreciation Right shall be counted as one Share for each Option or Stock Appreciation Right.

(b) Share Replenishment. In addition to the Shares authorized by Section 4(a), the following Shares shall become available for issuance under the Plan: (i) Shares underlying Awards that are granted under the Plan, which are subsequently forfeited, cancelled or expire in accordance with the terms of the Award, and (ii) Shares underlying Awards that had previously been granted under Prior Plans that are outstanding as of the date of the ~~annual meeting is more than thirty (30) days before~~Plan, which are subsequently forfeited, cancelled or ~~more than sixty (60) days after such anniversary date, notice~~expire in accordance with the terms of the Award. The following Shares shall not become available for issuance under the Plan: (x) Shares tendered in payment of an Option or other Award, and (y) Shares withheld for taxes. Shares purchased by the ~~stockholder must~~Company using Option proceeds shall not be ~~so delivered not earlier than the close of business on the 120th day prior~~added to the ~~date of such annual meeting~~Plan limit and if Stock Appreciation Rights are settled in Shares, each Stock Appreciation Right shall count as one Share whether or not ~~later than~~Shares are actually issued or transferred under the ~~close of business on the later of the 90th day prior~~Plan.

(c) Issued Shares. Shares shall be deemed to be issued hereunder only when and to the ~~date~~extent that payment or settlement of ~~such annual meeting~~an Award is actually made in Shares. Notwithstanding anything herein to the contrary, the Committee may at any time authorize a cash payment in lieu of Shares, including without limitation if there are insufficient Shares available for issuance under the Plan to satisfy an obligation created under the Plan.

(d) Source of Shares. Any Shares issued hereunder may consist, in whole or ifin part, of authorized and unissued Shares, treasury Shares or Shares purchased in the ~~first public~~open market or otherwise.

(e) Substitute Awards. Shares issued or granted in connection with Substitute Awards shall not reduce the Shares available for issuance under the Plan or to a Participant in any calendar year.

(f) Adjustments. Subject to SECTION 12:

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Attachment D (continued)

(i) Corporate Transactions other than an Equity Restructuring. In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Shares or the price of the ~~date~~Shares other than an Equity Restructuring, the Committee shall make such adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 4(a) and 13(d) hereof); (ii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per Share for any outstanding Awards under the Plan. Any adjustment affecting an Outstanding Qualified Performance-Based Award shall be made consistent with the requirements of Section 162(m).

In the event of any transaction or event described above in this Section 4(f)(i) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the Committee, on such ~~annual meeting is less than one hundred (100) days~~terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the ~~date~~occurrence of such ~~annual meeting, the 10th day following the day on which public announcement~~transaction or event (except that action to give effect to a change in applicable laws or accounting principles may be made within a reasonable period of time after such change), is hereby authorized to take actions, including but not limited to any one or more of the ~~date~~following actions, whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such ~~meeting is first made by the Corporation. In no event shall any adjournment~~transactions or ~~postponement of an annual meeting,~~events or ~~the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.~~

~~Notwithstanding anything~~to give effect to such changes in ~~the immediately preceding paragraph to the contrary, in the event~~laws, regulations or principles, provided that the number of ~~directors~~Shares subject to any Award will always be ~~elected~~a whole number:

(A) To provide for either (I) termination of any such Award in exchange for an amount of cash, if any, equal to the ~~Board~~amount that would have been attained upon the exercise of ~~Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all~~such Award or realization of the ~~nominees~~Participant’s rights (and, 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 with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close 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 meeting in the case of the update and supplement required 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 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~~if 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.

~~(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~~occurrence of the ~~nominees proposed~~transaction or event described above in this Section 4(f)(i) the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the ~~Board~~Company without payment) or (II) the replacement of ~~Directors~~such Award with other rights or property selected by the Committee in its sole discretion;

(B) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(C) To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Shares and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding options, rights and awards;

(D) To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby; or

(E) To provide that the Award cannot vest, be exercised or become payable after such event.

(ii) Equity Restructuring. In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section 4(f), the Committee will adjust the terms of the Plan and each outstanding Award as it deems equitable to reflect the Equity Restructuring, which may include (i) adjusting the number and type of securities subject to each outstanding Award and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Sections 4(a) and 13(d) hereof); (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance targets or other criteria included in, outstanding Awards; and (iii) granting new Awards or making cash payments to Participants. The adjustments provided under this Section 4(f)(ii) will be nondiscretionary and final and binding on all interested parties, including the affected Participant and the Company; provided that the Committee will determine whether an adjustment is equitable and the number of Shares subject to any Award will always be a whole number.

(iii) Awards under Prior Plans. Any outstanding Awards granted under Prior Plans before the expiration date of the Prior Plans shall continue 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 pursuantsubject to the ~~first sentence of this paragraph shall further be updated~~terms and ~~supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as~~conditions 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 laterPrior Plans.

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2019 Proxy Statement

Attachment D (continued)

SECTION 5. ELIGIBILITY AND VESTING REQUIREMENTS.

(a) Eligibility. Any Director or Employee shall be eligible to be selected as a Participant.

(b) Minimum Vesting. Notwithstanding any other provision of the Plan to the contrary, all awards granted under the Plan after its approval by shareholders at the Company’s 2019 Annual Meeting of Shareholders shall have a minimum vesting period of one year measured from the date of grant; provided, however, that up to 5% of the Shares available for future distribution under the Plan as of such date may be granted without such minimum vesting requirement. Nothing in this Section 5(b) shall limit the Company’s ability to grant Awards that contain rights to accelerated vesting on a termination of employment or service (or to otherwise accelerate vesting), or limit any rights to accelerated vesting in connection with a Change in Control, as provided in SECTION 12 of the Plan. In addition, the minimum vesting requirement set forth in this Section 5(b) shall not apply to Substitute Awards or to Director Awards which vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of the Company’s shareholders (which is at least 50 weeks after the ~~record date for~~immediately preceding year’s annual meeting) and shall not limit the ~~meeting~~adjustment provisions of Section 4(f).

SECTION 6. STOCK OPTIONS. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the ~~case~~Plan. Any Option granted under the Plan may be evidenced by an Award Agreement in such form as the Committee from time to time approves. Any such Option shall be subject to the terms and conditions required by this SECTION 6 and to such additional terms and conditions, not inconsistent with the provisions of the ~~update and supplement required to~~Plan, as the Committee may deem appropriate in each case.

(a) Option Price. The purchase price (or Option price) per Share purchasable under an Option shall be ~~made as~~determined by the Committee in its sole discretion; provided that, except in connection with an adjustment provided for in Section 4(f) or Substitute Awards, such purchase price shall not be less than the Fair Market Value of one Share on the date of the ~~record~~grant of the Option. The Committee may, in its sole discretion, establish a limit on the amount of gain that can be realized on an Option.

(b) Option Period. The term of each Option granted hereunder shall not exceed ten years from the date ~~and not later than eight (8) business days prior~~the Option is granted.

(c) Exercisability. Options shall be exercisable at such time or times as determined by the Committee at or subsequent to grant, subject to Section 5(b).

(d) Method of Exercise. Subject to the ~~date for the meeting, any adjournment or postponement thereof in the case~~other provisions of the ~~update and supplement required to~~Plan, any Option may be ~~made as of ten (10) business days prior to~~exercised by 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 derivedParticipant in whole or in part ~~from~~at such time or times, and the ~~value of any class or series of shares~~Participant may make payment of the ~~Corporation,~~Option price in such form 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,forms, including, ~~due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined~~without limitation, payment by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or 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, Shares or other consideration (including, where permitted by law and the Committee, Awards) having a fair market value on the exercise date equal to the total Option price, or by any combination of cash, Shares and other consideration as the Committee may specify in the applicable Award Agreement.

SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted to Participants on such terms and conditions as the Committee may determine, subject to the requirements of the Plan. A Stock Appreciation Right shall confer on the holder a right to receive, upon exercise, the excess of (i) the Fair Market Value of one Share on the date of exercise or, if the Committee shall so determine, at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 4(f), shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be. Any payment by the Company in respect of such right may be made in cash, Shares, other property or ~~otherwise,~~any combination thereof, as the Committee, in its sole discretion, shall determine. The Committee may, in its sole discretion, establish a limit on the amount of gain that can be realized on a Stock Appreciation Right.

(a) Grant Price. The grant price for a Stock Appreciation Right shall be determined by the Committee, provided, however, and ~~without regard to whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting~~except as provided in ~~concert therewith, may have entered into transactions~~Section 4(f) and Substitute Awards, 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~~price shall not be less than 100% of the ~~Corporation (any~~Fair Market Value of one Share on the date of grant of the ~~foregoing, a “~~Stock Appreciation Right.

(b) ~~Derivative Instrument~~Term~~”) directly~~. The term of each Stock Appreciation Right shall not exceed ten years from the date of grant, or ~~indirectly owned beneficially by such stockholder,~~if granted in tandem with an Option, 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 sharesexpiration date 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 separable 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 anyOption.

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(c) Time and Method of Exercise. The Committee shall establish the time or times at which a Stock Appreciation Right may be exercised in whole or in part.

SECTION 8. RESTRICTED SHARES.

(a) Definition. A Restricted Share means any Share issued with the contingency or restriction that the holder may not sell, transfer, pledge or assign such ~~interests held~~Share and with such other contingencies or restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any contingency or restriction on the right to vote such Share), which contingencies and restrictions may lapse separately or in combination, at such time or times, in installments or otherwise, as the Committee may deem appropriate.

(b) Issuance. A Restricted Share Award shall be subject to contingencies or restrictions imposed by ~~members~~the Committee during a period of time specified by the Committee (the “Contingency Period”). Restricted Share Awards may be issued hereunder to Participants, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The terms and conditions of Restricted Share Awards need not be the same with respect to each recipient.

(c) Registration. Any Restricted Share issued hereunder may be evidenced in such manner as the Committee in its sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted Shares awarded under the Plan, such certificate shall be registered in the name of the ~~immediate family sharing~~Participant and shall bear an appropriate legend referring to the ~~same household~~terms, conditions, contingencies and restrictions applicable to such Award.

(d) Forfeiture. Except as otherwise determined by the Committee at the time of ~~such stockholder, such beneficial owner and their respective affiliates~~grant or ~~associates~~thereafter 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 contract 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 information that would be required to beas otherwise set forth in the terms and conditions of an Award, upon termination of service for any reason during the Contingency Period, all Restricted Shares still subject to any contingency or restriction shall be forfeited by the Participant and reacquired by the Company.

(e) Section 83(b) Election. A Participant may, with the consent of the Company, make an election under Section 83(b) of the Code to report the value of Restricted Shares as income on the date of grant.

SECTION 9. RESTRICTED SHARE UNITS.

(a) Definition. A Restricted Share Unit is an Award of a ~~Schedule 13D filed pursuant~~right to ~~Rule 13d-1(a)~~receive, in cash or ~~an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under~~Shares, as the ~~Exchange Act and~~Committee may determine, the ~~rules and regulations promulgated thereunder by such stockholder, such beneficial owner and their respective affiliates~~ Fair Market Value of one Share, the grant, issuance, retention and/or ~~associates or others acting in concert therewith, if any, and (iv) any other information relating~~vesting of which is subject to such ~~stockholder, such beneficial owner~~terms 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,conditions as ~~applicable,~~ the ~~proposal and/or for~~Committee may determine at the ~~election of directors in a contested election pursuant to Section 14~~time of the ~~Exchange Act and the rules and regulations promulgated thereunder;~~grant, which shall not be inconsistent with this Plan.

(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~~Terms and Conditions. In addition to the ~~matters set forth~~terms and conditions that may be established at the time of a grant of Restricted Share Unit Awards, the following terms and conditions apply:

(i) Restricted Share Unit Awards may not be sold, pledged (except as permitted under Section 15(a)) or otherwise encumbered prior to the date on which the Shares are issued, or, if later, the date on which any applicable contingency, restriction or performance period lapses.

(ii) Shares (including securities convertible into Shares) subject to Restricted Share Unit Awards may be issued for no cash consideration or for such minimum consideration as may be required by applicable law. Shares (including securities convertible into Shares) purchased pursuant to a purchase right granted under this SECTION 9 thereafter shall be purchased for such consideration as the Committee shall in ~~paragraph (a) above, also set forth: (i) a brief description~~its sole discretion determine, which shall not be less than the Fair Market Value of such Shares or other securities as of the ~~business desired to~~date such purchase right is granted.

(iii) The terms and conditions of Restricted Share Unit Awards need not 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 connectionsame with ~~the proposal of such business by such stockholder;~~

(c) As 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 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 statement 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 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; and

~~(d) With~~ respect to each ~~individual, if~~recipient.

SECTION 10. OTHER AWARDS. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property (“Other Awards”) may be granted to Participants. Other Awards may be paid in Shares, cash or any ~~whom~~other form of property as the ~~stockholder proposes to nominate for election or reelection~~Committee shall determine. Subject to the ~~Board~~provisions of ~~Directors, a stockholder’s notice must, in addition to~~ the ~~matters set forth in paragraphs (a)~~Plan, the Committee shall have sole 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~~complete authority to determine the ~~eligibility~~Participants to whom, and the time or times at which, such Awards shall be made, the number of Shares to be granted pursuant to such ~~proposed nominee~~Awards and all other conditions of the Awards. The terms and conditions of Other Awards need not be the same with respect to ~~serve as an independent director~~each recipient.

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Attachment D (continued)

SECTION 11. PERFORMANCE AWARDS. Awards with a performance feature are referred to as “Performance Awards”. Performance Awards may be granted in the form of Options, Stock Appreciation Rights, Restricted Share Units, Restricted Shares or Other Awards with the features and restrictions applicable thereto. The performance criteria to be achieved during any Performance Period and the length of the ~~Corporation~~Performance Period shall be determined by the Committee upon the grant of each Performance Award, provided that the minimum performance period shall be one year. Performance Awards may be paid in cash, Shares, other property or ~~that could be material to a reasonable stockholder’s understanding~~any combination thereof in the sole discretion of the ~~independence,~~Committee. The performance levels to be achieved for each Performance Period and the amount of the Award to be paid shall be conclusively determined by the Committee. Except as provided in SECTION 12, each Performance Award shall be paid following the end of the Performance Period or, ~~lack thereof,~~if later, the date on which any applicable contingency or restriction has ended. Unless otherwise determined by the Committee, Performance Awards granted to Executive Officers will be subject to the additional terms set forth in SECTION 13.

SECTION 12. CHANGE IN CONTROL PROVISIONS.

(a) Effect of ~~such nominee.~~a Change in Control on Existing Awards under this Plan. Notwithstanding ~~anything~~any other provision of the Plan to the contrary, ~~only persons who~~unless the Committee shall determine otherwise at the time of grant with respect to a particular Award, in the event of a Change in Control:

(i) any Time-Based Award consisting of Options, Stock Appreciation Rights or any other Time-Based Award in the form of rights that are ~~nominated~~exercisable by Participants upon vesting (“Exercisable Time-Based Award”), that is outstanding as of the date on which a Change in Control shall be deemed to have occurred and that is not then vested, shall become vested and exercisable, unless replaced by a Replacement Award;

(ii) any Time-Based Award that is not an Exercisable Time-Based Award that is outstanding as of the date on which a Change in Control shall be deemed to have occurred and that is not then vested, shall become free of all contingencies, restrictions and limitations and shall become vested and transferable, unless replaced by a Replacement Award;

(iii) any Replacement Award for which an Exercisable Time-Based Award has been exchanged upon a Change in Control shall vest and become exercisable in accordance with the ~~procedures set forth in these Bylaws, including without limitation~~ ~~Sections 2.8~~, ~~2.9~~vesting schedule and ~~2.10~~ ~~hereof, shall be eligible~~term 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~~exercisability that applied to the ~~matters set forth~~corresponding Exercisable Time-Based Award immediately prior to such Change in ~~this Bylaw;~~Control, provided, however, that ~~any references~~if within twenty four (24) months of such Change in ~~these Bylaws to~~Control, the ~~Exchange Act~~Participant’s service with the Company 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~~a Subsidiary is terminated without Cause (as such term is defined in the ~~Corporation’s proxy statement pursuant to Rule 14a-8 under~~Arconic Inc. Change in Control Severance Plan) or by the ~~Exchange Act or (ii) of~~Participant for Good Reason (as such term is defined in the ~~holders of any series of Preferred Stock if~~Arconic Inc. Change in Control Severance Plan), such Award shall become vested and exercisable to the extent ~~provided for under law,~~outstanding at the ~~Certificate~~time of ~~Incorporation or these Bylaws. Subject~~such termination of service. Any Replacement Award that has become vested and exercisable pursuant to ~~Rule 14a-8 under~~this paragraph shall expire on the ~~Exchange Act, nothing in this~~ ~~Section 2.9~~ ~~shall be construed to permit any stockholder, or give any stockholder~~earlier of (A) thirty six (36) months following the ~~right, to include or have disseminated or described in~~date of termination of such Participant’s service (or, if later, 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~~conclusion of the ~~Corporation, a person nominated by a stockholder for election or reelection~~applicable post-termination exercise period pursuant to the ~~Board~~applicable Award Agreement) and (B) the last day of ~~Directors must deliver (in~~the term of such Replacement Award;

(iv) any Replacement Award for which a Time-Based Award that is not an Exercisable Time-Based Award has been exchanged upon a Change in Control shall vest in accordance with the ~~time periods prescribed for delivery of notice under~~ ~~Section 2.9~~ ~~of these Bylaws)~~vesting schedule that applied to the ~~Secretary at~~corresponding Time-Based Award immediately prior to such Change in Control, provided, however, that if within twenty four (24) months of such Change in Control, the ~~principal executive offices~~Participant’s service with the Company or a Subsidiary is terminated without Cause (as such term is defined in the Arconic Inc. Change in Control Severance Plan) or by the Participant for Good Reason (as such term is defined in the Arconic Inc. Change in Control Severance Plan), such Award shall become free of ~~the Corporation a written questionnaire with respect~~all contingencies, restrictions and limitations and become vested and transferable to the ~~background and qualification of such individual and the background of~~extent outstanding;

(v) any ~~other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire~~Performance Award 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)~~converted so that such ~~individual (A)~~Award is ~~not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance~~no longer subject to any ~~person or entity as~~performance condition referred 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)in SECTION 11 above, but instead 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~~passage of time, with the number or value of such Replacement Award determined as follows: (A) if 50% or more of the ~~holders of any series of Preferred Stock to elect directors, a majority~~Performance Period has been completed as of the ~~votes cast at any meeting for~~date on which such Change in Control is deemed to have occurred, the ~~election~~number or value of ~~directors at~~such Award shall be based on actual performance during the Performance Period; or (B) if less than 50% of the Performance Period has been completed as of the date on which such Change in Control is deemed to have occurred, the number or value of such Award shall be the target number or value. Paragraphs (i) through (iv) above shall govern the terms of such Time-Based Award.

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~~which a quorum is present shall elect directors. For purposes~~

2019 Proxy Statement

Attachment D (continued)

(b) Change in Control Settlement. Notwithstanding any other provision 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 direction to withhold authority 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 electedPlan, if approved by the ~~vote~~Committee, upon a Change in Control, a Participant may receive a cash settlement under clauses (i) and (ii) below 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 Secretaryexisting Awards that are vested and exercisable as of the ~~later of~~ date on which such Change in Control shall be deemed to have occurred:

(i) ~~the close~~a Participant who holds an Option or Stock Appreciation Right may, in lieu of the ~~applicable notice~~payment of ~~nomination period set forth in~~ ~~Section 2.9~~ ~~of these Bylaws~~the purchase price for the Shares being purchased under the Option or ~~under applicable law and (ii)~~Stock Appreciation Right, surrender the ~~last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in~~ ~~Section 9.1, based on whether one~~Option 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~~Stock Appreciation Right to the ~~timeliness~~Company and receive cash, within 30 days of ~~a notice of nomination and not otherwise as to its validity. If, prior~~the Change in Control in an amount equal to the ~~time~~amount by which 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 pluralityFair Market Value 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 actShares 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~~Change in Control exceeds the purchase price per Share under the Option or Stock Appreciation Right multiplied by the number of Shares granted under the Option or Stock Appreciation Right; and

(ii) a Participant who holds Restricted Share Units may, in lieu of receiving Shares which have vested under Section 12(a)(ii) of this Plan, receive cash, within 30 days of a Change in Control (or at such other time as may be required to comply with Section 409A of the ~~election results. The Governance~~Code), in an amount equal to the Fair Market Value of the Shares on the date of the Change in Control multiplied by the number of Restricted Share Units held by the Participant.

SECTION 13. PERFORMANCE AWARDS GRANTED TO EXECUTIVE OFFICERS.

(a) Notwithstanding any other provision of this Plan, if the Committee grants a Performance Award to a Participant who is an Executive Officer, such Performance Award will be subject to the terms of this SECTION 13, unless otherwise expressly determined by the Committee.

(b) If an Award is subject to this SECTION 13 and ~~Nominating~~is not an Option or a Stock Appreciation Right, then the lapsing of contingencies or restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement by the Company on a consolidated basis, by specified Subsidiaries or divisions or business units of the Company, and/or by the individual Participant, as appropriate, of one or more performance goals established by the Committee. Performance goals shall be based on such measures as selected by the Committee in ~~making~~ its ~~recommendation,~~discretion, including, without limitation, (i) GAAP or non-GAAP metrics, (ii) total shareholder return or other return-based metrics, (iii) operational, efficiency-based, strategic corporate or personal professional objectives, (iv) sustainability or compliance targets or (v) any other metric that is capable of measurement as determined by the Committee. Performance goals may be calculated to exclude special items, unusual or infrequently occurring items or nonrecurring items or may be normalized for fluctuations in market forces, including, but not limited to, foreign currency exchange rates and the ~~Board~~price of ~~Directors in making its decision, may each consider~~aluminum on the London Metal Exchange. Performance goals shall be set by the Committee (and any ~~factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation~~adjustments shall ~~not participate in~~be made by the ~~recommendation~~Committee, subject to Section 15(d)) within the first 25% of the ~~Governance~~Performance Period.

(c) Notwithstanding any provision of this Plan other than Section 4(f) and ~~Nominating Committee or the decision of the Board of Directors~~SECTION 12, with respect to ~~his~~any Award that is subject to this SECTION 13 (other than an Option or ~~her resignation. If~~a Stock Appreciation Right), the Committee may adjust downwards, but not upwards, the amount payable pursuant to such ~~incumbent director’s resignation~~Award, and the Committee may not waive the achievement of the applicable performance goals.

(d) Subject to the adjustment provisions of Section 4(f), with respect to Awards subject to this SECTION 13, no Participant may be granted Options and/or Stock Appreciation Rights in any calendar year with respect to more than 3,333,333 Shares, or Restricted Share Awards or Restricted Share Unit Awards covering more than 1,500,000 Shares. The maximum dollar value payable with respect to Performance Awards that are valued with reference to property other than Shares and granted to any Participant in any one calendar year is ~~not accepted by~~$15,000,000.

SECTION 14. AMENDMENTS AND TERMINATION. The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided that notwithstanding any other provision in this Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made: (a) without shareholder approval, if such approval would be required pursuant to applicable law or the requirements of the New York Stock Exchange or such other stock exchange on which the Shares trade; or (b) without the consent of the affected Participant, if such action would materially impair the rights of such Participant under any outstanding Award, except as provided in Sections 15(e) and 15(f). Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary so as to have the Plan conform to local rules and regulations in any jurisdiction outside the United States or to qualify for or comply with any tax or regulatory requirement for which or with which the Board ~~of Directors, such director~~or Committee deems it necessary or desirable to qualify or comply. For clarity, this paragraph shall ~~continue~~apply to ~~serve until~~all Awards granted under the ~~next annual meeting~~Plan, whether granted prior to or following the amendment 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~~restatement 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 votePlan effective 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 theMay 6, 2016.

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~~purposes~~

2019 Proxy Statement

Attachment D (continued)

SECTION 15. GENERAL PROVISIONS.

(a) Transferability 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~~Awards. 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 personsAwards may be ~~designated~~transferred by will or the laws of descent and distribution. Except as ~~alternate inspectors~~set forth herein, awards shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. Unless otherwise provided by the Committee or limited by applicable laws, a Participant may, in the manner established by the Committee, designate a beneficiary 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~~exercise the rights of the ~~holders of any series of Preferred Stock~~Participant with respect to ~~such series~~any Award upon the death of ~~Preferred Stock,~~the Participant. Unless otherwise provided by the Committee or limited by applicable laws, Awards may be transferred to one or more Family Members, individually or jointly, or to a trust whose beneficiaries include the Participant or one or more Family Members under terms and conditions established by the Committee. The Committee shall have authority to determine, at the time of grant, any ~~action required~~other rights or ~~permitted~~restrictions applicable to the transfer of Awards; provided however, that no Award may be transferred to a third party for value or consideration. Except as provided in this Plan or the terms and conditions established for an Award, any Award shall be null and void and without effect upon any attempted assignment or transfer, including, without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce or trustee process or similar process, whether legal or equitable.

(b) Award Entitlement. No Employee or Director shall have any claim to be ~~taken~~granted any Award under the Plan and there is no obligation for uniformity of treatment of Employees or Directors under the Plan.

(c) Terms and Conditions of Award. The prospective recipient of any Award under the Plan shall be deemed to have become a Participant subject to all the applicable terms and conditions of the Award upon the grant of the Award to the prospective recipient, unless the prospective recipient notifies the Company within 30 days of the grant that the prospective recipient does not accept the Award. This Section 15(c) is without prejudice to the Company’s right to require a Participant to affirmatively accept the terms and conditions of an Award.

(d) Award Adjustments. The Committee shall be authorized to make adjustments in Performance Award criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect.

(e) Committee Right to Cancel. The Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended at any time prior to a Change in Control: (i) if an Employee, without the consent of the Committee, while employed by the ~~stockholders~~Company or a Subsidiary or after termination of such employment, becomes associated with, employed by, renders services to or owns any interest (other than an interest of up to 5% in a publicly traded company or any other nonsubstantial interest, as determined by the Committee) in any business that is in competition with the Company or any Subsidiary; (ii) in the event of the ~~Corporation at~~Participant’s willful engagement in conduct which is injurious to the Company or any Subsidiary, monetarily, reputationally or otherwise; (iii) in the event of an ~~annual~~Executive Officer’s misconduct described in Section 15(f); or ~~special meeting~~(iv) in order to comply with applicable laws as described in Section 15(h) below. For purposes of ~~stockholders~~clause (ii), no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the ~~Corporation may be taken without~~Company or a ~~meeting, without prior notice, and without~~Subsidiary. In the event of a ~~vote, if a consent or consents in writing, setting forth~~dispute concerning the ~~action so taken,~~application of this Section 15(e), no claim by the Company shall be ~~signed~~given effect unless the Board determines that there is clear and convincing evidence that the Committee has the right to cancel an Award or Awards hereunder, and the Board finding to that effect is adopted by the ~~holders~~affirmative vote 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~~three quarters 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~~entire membership of the ~~Corporation having not less than~~Board (after reasonable notice to the ~~minimum number of votes that would~~Participant and an opportunity for the Participant to provide information to the Board in such manner as the Board, in its sole discretion, deems to be ~~necessary to authorize or take such action at a meeting at which all shares of stock~~appropriate under the circumstances).

(f) Clawback. Notwithstanding any other provision 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~~Plan 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 writingcontrary, 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,~~Company’s Corporate Governance Guidelines, if the Board learns of ~~Directors may fix~~any misconduct by an Executive Officer that contributed to the Company having to restate all or a ~~record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by~~portion of its financial statements, 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 deliveredwill, to the ~~Secretary at~~full extent permitted by governing law, in all appropriate cases, effect the ~~principal executive offices~~cancellation and recovery of Awards (or the value of Awards) previously granted to the Executive Officer if: (i) the amount of the ~~Corporation. To be~~Award was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, (ii) the executive engaged in ~~proper form, such request must be in writing~~intentional misconduct that caused or partially caused the need for the restatement, and ~~shall state~~(iii) the ~~purpose or purposes~~amount 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~~Award had the ~~date on which such a request is received, adopt a resolution fixing the record date. If no record date has~~financial results 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 theproperly reported

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~~Corporation having custody of~~

2019 Proxy Statement

Attachment D (continued)

would have been lower than 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 Corporationamount actually awarded. Furthermore, all Awards (including Awards that ~~the consents delivered to the Corporation~~have vested in accordance with ~~Section 2.13~~ ~~of these Bylaws represent at least~~ the ~~minimum number of votes that would~~Award Agreement) shall be ~~necessary~~subject 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~~terms and conditions, if applicable, of any ~~consent or revocation thereof, whether before or after such certification~~other recoupment policy adopted 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~~Company from time to time ~~exclusively~~or any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards, including, without limitation, recoupment requirements imposed pursuant to ~~a resolution adopted by a majority~~Section 954 of the ~~Whole Board. No decrease in~~Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 304 of the ~~number~~Sarbanes-Oxley Act of ~~authorized directors constituting~~2002, or any regulations promulgated thereunder, or recoupment requirements under the ~~Whole Board shall shorten the term~~laws of any ~~incumbent director.~~other jurisdiction.

~~Section 3.3.~~(g) ~~Election of Directors~~Stock Certificate Legends. ~~The directors~~All certificates for Shares delivered under the Plan pursuant to any Award shall be ~~elected at~~subject to such stock transfer orders and other restrictions as the ~~annual meetings of stockholders as specified in~~Committee may deem advisable under the ~~Certificate of Incorporation except as otherwise provided in the Certificate of Incorporation~~rules, regulations, and ~~in these Bylaws, and each director~~other requirements of the ~~Corporation~~U.S. Securities and Exchange Commission, any stock exchange upon which the Shares are then listed and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(h) Compliance with Securities Laws and Other Requirements. No Award granted hereunder 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~~be construed as an offer to sell securities of the ~~Board of Directors~~Company, and no such offer shall be ~~held without other notice than this Bylaw immediately after,~~outstanding, unless and atuntil the ~~same place as, the annual meeting of stockholders, or~~Company in its sole discretion has determined that any 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,~~offer, if ~~any, for the holding of additional regular meetings without other notice than such resolution.~~

~~Section 3.5.~~ ~~Special Meetings. Special meetings~~made, would be in compliance with all applicable requirements of the ~~Board of Directors~~U.S. Federal securities laws and any other laws, rules, regulations, stock exchange listing or other requirements to which such offer, if made, would be subject. Without limiting the foregoing, the Company shall ~~be called at~~have no obligation to issue or deliver Shares pursuant to Awards granted hereunder prior to: (i) obtaining any approvals from governmental agencies that the ~~request of the Chairman of the Board of Directors, the Chief Executive Officer~~Company determines are necessary 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~~advisable, and ~~time of the meetings.~~

~~Section 3.6.~~ ~~Notice of Meeting. Notice~~(ii) completion of any ~~special meeting of directors shall be given~~registration or other qualification with respect 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 depositedthe Shares under any applicable law in the United States ~~mails so addressed,~~or in a jurisdiction outside of the United States or procurement of any ruling or determination of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration, qualification or determination is not current, has been suspended or otherwise has ceased to be effective. The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained, and shall constitute circumstances in which the Committee may determine to amend or cancel Awards pertaining to such Shares, with ~~postage thereon prepaid,~~or without consideration to the affected Participants.

(i) Dividends. No Award of Options or Stock Appreciation Rights shall have the right to receive dividends or dividend equivalents. A recipient of an Award of Restricted Shares shall receive dividends on the Restricted Shares, subject to this Section 15(i) and such other contingencies or restrictions, if any, as the Committee, in its sole discretion, may impose. Dividend equivalents shall accrue on Restricted Share Units (including Restricted Share Units that have a performance feature) and shall only be paid if and when such Restricted Share Units vest. Dividend equivalents that accrue on Restricted Share Units will be calculated at ~~least five (5) days before such meeting. If by overnight mail~~the same rate as dividends paid on the common stock of the Company. Notwithstanding any provision herein to the contrary, no dividends or ~~courier service, such notice~~dividend equivalents shall be ~~deemed adequately delivered when~~paid on Restricted Share Units that have not vested or on Restricted Share Units that have not been earned during a Performance Period and in no event shall any other Award provide for the ~~notice is delivered~~Participant’s receipt of dividends or dividend equivalents in any form prior to the ~~overnight mail~~vesting of such Award or ~~courier service company at least twenty-four (24) hours before such meeting. If by email, facsimile transmission, telephone~~applicable portion thereof.

(j) Consideration for Awards. Except as otherwise required in any applicable Award Agreement or by ~~hand, such notice~~the terms of the Plan, recipients of Awards under the Plan shall not be required to make any payment or provide consideration other than the rendering of services.

(k) Delegation of Authority by Committee. The Committee may delegate to one or more Executive Officers or a committee of Executive Officers the right to grant Awards to Employees who are not Executive Officers or Directors of the Company and to cancel or suspend Awards to Employees who are not Executive Officers or Directors of the Company. The Committee may delegate other of its administrative powers under the Plan to the extent not prohibited by applicable laws.

(l) Tax Obligations. The Company shall be ~~deemed adequately delivered when~~authorized to withhold from any Award granted or payment due under the ~~notice is~~Plan the amount of Tax Obligations due in respect of an Award or payment hereunder and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax Obligations, including without limitation requiring the Participant to pay cash, withholding otherwise deliverable cash or Shares having a fair market value equal to the amount required to be withheld, forcing the sale of Shares issued pursuant to an Award (or exercise or vesting

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~~transmitted at least twelve (12) hours before such meeting. Neither~~

2019 Proxy Statement

Attachment D (continued)

thereof) having a fair market value equal to the ~~business~~amount required to be ~~transacted at, nor~~withheld, or requiring the ~~purpose of, any regular or special meeting~~Participant to deliver to the Company already-owned Shares having a fair market value equal to the amount required to be withheld. For purposes of the ~~Board of Directors need be specified~~foregoing, “Tax Obligations” means tax, social insurance and social security liability obligations and requirements in connection with the ~~notice of such meeting. A meeting may be held at~~Awards, including, without limitation, (i) all U.S. Federal, state, and local income, employment and any ~~time without notice if all~~other taxes (including the ~~directors~~Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that 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~~withheld by the Company (or a Subsidiary, as applicable), (ii) the Participant’s and, to the extent required by the Company (or a Subsidiary, as applicable), the Company’s (or a Subsidiary’s) fringe benefit tax liability, if 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 filedassociated with the ~~minutes~~grant, vesting, or exercise of ~~proceedings~~an Award or sale of Shares issued under the ~~Board of Directors,~~Award, and (iii) any other taxes, social insurance, social security liabilities or ~~committee. Such filing shall be in paper form if~~premium for which the ~~minutes are maintained in paper form and shall be in electronic form if~~Participant has an obligation, or which 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~~Participant has agreed 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~~bear, with respect to such ~~series~~Award (or exercise thereof or issuance of ~~Preferred Stock, and unless~~Shares or other consideration thereunder). Furthermore, the Committee shall be authorized to, but is not required to, establish procedures for election by Participants to satisfy such obligations for the payment of such taxes by delivery of or transfer of Shares to the Company or by directing the Company to retain Shares otherwise deliverable in connection with the Award. All personal taxes applicable to any Award under the Plan are the sole liability of the Participant.

(m) Other Compensatory Arrangements. Nothing contained in this Plan shall prevent the Board ~~of Directors otherwise determines, vacancies resulting~~ from ~~death, resignation, retirement, disqualification, removal from office~~adopting other or ~~other cause,~~additional compensation arrangements, subject to shareholder approval if such approval is required; and ~~newly created directorships resulting from any increase in the authorized number of directors,~~such arrangements may be ~~filled~~either generally applicable or applicable 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.~~specific cases.

~~Section 3.11.~~(n) ~~Chairman of the Board of Directors~~Governing Law. The ~~Chairman of the Board of Directors shall be chosen from among the directors~~Plan 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 maydeterminations made and actions taken thereunder, to the extent ~~permitted~~not otherwise governed by ~~law exercise such powers and shall have such responsibilities as~~the laws of the United States, shall be ~~specified~~governed by the laws of the State of New York, United States of America, without reference to principles of conflict of laws, and construed accordingly.

(o) Severability. If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the ~~designating resolution. Each committee shall keep written minutes~~determination of ~~its proceedings and shall report such proceedings to~~ the ~~Board~~Committee, materially altering the intent 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~~Plan, it shall be ~~given to each member~~stricken and the remainder of the ~~committee~~Plan shall remain in full force and effect.

(p) Awards to Non-U.S. Employees. Awards may be granted to Employees and Directors who are foreign nationals or residents or employed outside the ~~manner provided for in~~ ~~Section 3.6~~ ~~of these Bylaws. The Board of~~United States, or both, on such terms and conditions different from those applicable to Awards to Employees and 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~~foreign nationals or residents or who are employed in the United States as may, in the judgment of the ~~Corporation;~~ ~~provided~~, ~~however, that no such committee shall have~~Committee, be necessary or ~~may exercise any authority~~desirable in order to recognize differences in local law, regulations or tax policy. Without limiting the generality of the foregoing, the Committee or the Board, as applicable, are specifically authorized to (i) adopt rules and procedures regarding the conversion of ~~Directors.~~local currency, withholding procedures and handling of stock certificates which vary with local requirements and (ii) adopt sub-plans, Award Agreements and Plan and Award Agreement addenda as may be deemed desirable to accommodate foreign laws, regulations and practice. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s or a Subsidiary’s obligation with respect to tax equalization for Employees on assignments outside their home countries. Notwithstanding the discretion of the Committee under this section, the Participant remains solely liable for any applicable personal taxes.

(q) Repricing Prohibited. Except as provided in Section 4(f), the terms of outstanding Options or Stock Appreciation Rights may not be amended, and action may not otherwise be taken without shareholder approval, to: (i) reduce the exercise price of outstanding Options or Stock Appreciation Rights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights, or (iii) replace outstanding Options or Stock Appreciation Rights in exchange for other Awards or cash at a time when the exercise price of such Options or Stock Appreciation Rights is higher than the Fair Market Value of a Share.

(r) Deferral. The Committee may require or permit Participants to elect to defer the issuance of Shares or the settlement of Awards in cash or other property to the extent that such deferral complies with Section 409A of the Code. The Committee may also authorize the payment or crediting of interest, dividends or dividend equivalents on any deferred amounts.

(s) Compliance with Section 409A of the Code. Except to the extent specifically provided otherwise by the Committee and notwithstanding any other provision of the Plan, Awards under the Plan are intended to satisfy the requirements of Section 409A of the Code so as to avoid the imposition of any additional taxes or penalties under Section 409A of the Code. If

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2019 Proxy Statement

Attachment D (continued)

the Committee determines that an Award, payment, distribution, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section ~~3.13.~~ ~~Removal. Subject~~409A of the Code, then unless the Committee specifically provides otherwise, such Award, payment, distribution, transaction or other action or arrangement shall not be given effect to the ~~rights~~extent it causes such result and the related provisions of the ~~holders~~Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of ~~any series~~Section 409A of ~~Preferred Stock~~the Code to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant. No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise be made under the Plan or an Award Agreement upon a Participant’s termination of employment will be made or provided unless and until such termination is also a “separation from service,” as determined in accordance with Section 409A of the Code. Notwithstanding the foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of termination of employment with respect to an Award, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, the commencement of any payments or benefits under the Award shall be delayed to the extent required by Code Section 409A(a)(2)(B)(i). Further notwithstanding anything to the contrary in the Plan, to the extent required under Section 409A of the Code in order to make payment of an Award upon a Change in Control, the applicable transaction or event described in SECTION 2 must qualify as a change in the ownership or effective control of the Company or as a change in the ownership of a substantial portion of the assets of the Company pursuant to Section 409A(a)(2)(A)(v) of the Code, and if it does not, then unless otherwise specified in the applicable Award Agreement, payment of such ~~series~~Award will be made on the Award’s original payment schedule or, if earlier, upon the death of ~~Preferred Stock,~~the Participant. Although the Company may attempt to avoid adverse tax treatment under Section 409A of the Code, the Company makes no representation to that effect and expressly disavows any ~~director,~~covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the ~~entire Board~~potential negative tax impact on holders of ~~Directors,~~Awards under the Plan.

(t) Effect of Headings. The Section headings and subheadings herein are for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 16. TERM OF PLAN. No Award shall be granted pursuant to the Plan after May 2, 2024, but any Award theretofore granted may ~~be removed from office at any time~~extend beyond that date. The Plan became effective upon its approval 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~~Company’s shareholders on May 3, 2013 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~~was subsequently amended and ~~assistant officers elected~~restated by the Board ~~of Directors shall each have such powers~~ and ~~duties as generally pertain to their respective offices, subject~~re-approved by shareholders, effective May 6, 2016. On February 1, 2018, the Board approved the First Amendment to the ~~specific provisions~~Plan. On March 27, 2018, the Board approved a second amendment and restatement of ~~this~~ the Plan, which was approved by the Company’s shareholders on May 16, 2018. On February 12, 2019 (the “~~Article IV~~Third Restatement Date~~. Such officers~~”), the Board approved a third amendment and ~~assistant officers~~restatement of the Plan, which shall ~~also have~~be presented for approval by the Company’s shareholders on May 14, 2019. For avoidance of doubt, no amendment or restatement of the Plan shall affect the terms or conditions of any Outstanding Qualified Performance-Based Award, to the extent that it would result in a material modification of such ~~powers and duties as from time to time~~Award within the meaning of P.L. 115-97, Section 13601(e)(2).

SECTION 17. TERMINATION OF PRIOR PLAN. No stock options or other awards may be ~~conferred~~granted under the Amended and Restated 2009 Alcoa Stock Incentive Plan after May 2, 2013, but all such awards theretofore granted shall extend for the full stated terms thereof and be administered under the Amended and Restated 2009 Alcoa Stock Incentive Plan. Notwithstanding any other provision to the contrary, all outstanding awards previously granted under Prior Plans shall be governed 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~~terms 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 conductconditions 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~~applicable Prior Plans under which 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.awards were granted.

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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 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 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 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. [MISSING IMAGE: tv516712_pc1.jpg]

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,~~(Vote 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 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 Chief Legal Officer, the

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Controller or any 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 vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree

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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 the stockholder itself (or such Constituent Holder itself) retains the right 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 Corporation’s proxy statement pursuant to this ~~Section 9.1~~ ~~shall (i) rank such Stockholder Nominees based~~

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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, if and to 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 the purpose of satisfying the foregoing ownership requirement may not exceed twenty (20). Two or more investment funds that are (I) under common management 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:~~

(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;~~

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(2) 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 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

~~(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

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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:~~

(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;

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(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 of 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 in the Corporation’s proxy materials for a particular annual meeting of stockholders but withdraws from or becomes ineligible or unavailable 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 in the Corporation’s proxy statement for a particular annual meeting of stockholders, but subsequently is determined not to satisfy 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;

~~(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;~~

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(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~~

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~~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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side)Arconic Inc. Special Meeting of Shareholders [ ] a.m. [ ], [ ], 2017 at [ ] Admission Ticket This ticket is not transferable. Please keep this ticket to be admitted to the special meeting. Fold and detach here VOTE BY MAIL THREE WAYS TO VOTE Vote by Mail. Please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to. Vote by Internet. Have your proxy card available when you access the website [ ] and follow the simple directions presented to record your vote. Vote by Telephone. Have your proxy card available when you call toll-free 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 [ ] a.m., Eastern Time, on [ ], 2017, to be counted. If you vote by Internet or by telephone, please do not mail your proxy card. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on [ ], 2017—the Notice of Special Meeting and Proxy Statement is available at [ ]. Return your proxy in the postage-paid envelope provided. VOTE BY INTERNET Access this website to cast your vote. [ ] VOTE BY TELEPHONE Call toll-free using a touch-tone telephone. 1-888-693-8683 êIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.ê THISInc.390 Park AvenueNew York, NY 10022-4608THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF ~~DIRECTORS~~DIRECTORSArconic Inc. 2019 Annual Meeting of Shareholders8:00 a.m. Eastern Time, Tuesday, May 14, 2019at Arconic ~~Inc. 390 Park Avenue New York, NY 10022-4608~~Cleveland Operations1616 Harvard AvenueBuilding 53Cleveland, OH 44105Admission TicketThis ticket is not transferable.Please keep this ticket to be admittedto the Annual Meeting of Shareholders.VOTE BY MAILReturn your proxy in thepostage-paid envelope provided.VOTE BY INTERNETAccess this website to cast your vote.www.cesvote.comVOTE BY TELEPHONECall toll-free using a touch-tone telephone.1-888-693-8683 The undersigned hereby appoints ~~[],~~Peter Hong, W. Paul Myron and Bruce E. Thompson, and each of them, attorneys and proxies with full ~~power of~~powerof substitution, to represent and to vote on behalf of the undersigned all of the shares of common stock of Arconic Inc. the undersigned is ~~entitled to~~entitledto vote if personally present at the ~~Special~~Annual Meeting of Shareholders of Arconic Inc. to be held on ~~[ ], 2017,~~May 14, 2019, and at any adjournment ~~or postponement~~orpostponement thereof, in accordance with the instructions set forth on the reverse side of this proxy card. The proxies are authorized to vote ~~in their~~intheir 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 ~~[ ], 2017,~~May 14,2019, to be counted. If you vote by mail, your proxy card must be received before the meeting for your vote to be ~~counted. This~~counted.This card also serves as voting instructions to the trustee of each employee savings plan sponsored by Arconic Inc., its subsidiaries or ~~affiliates with~~affiliateswith respect to shares of common stock of Arconic Inc. held by the undersigned under any such plans. Your voting instructions must ~~be received~~bereceived by ~~[ ]~~6:00 a.m., Eastern Time on ~~[ ], 2017,~~May 12, 2019, or the trustee will vote your plan shares in the same proportion as those plan shares ~~for which~~forwhich instructions have been ~~received. Your~~received.Your vote on the proposals described in the accompanying Proxy Statement may be specified on the reverse side. If properly signed, ~~dated and~~datedand 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~~accordancewith the recommendation of the Board of ~~Directors. Comments:~~

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~~(Vote on the other side)~~Directors.Comments: Fold and detach here IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ~~(continued from the other side) PROXY~~c/o Corporate Election ServicesP. O. Box 1150Pittsburgh, PA 15230-1150THREE WAYS TO VOTEVote by Mail. Please mark, sign and date your ~~choices clearly~~proxy card and return it in the ~~appropriate boxes.~~postage-paidenvelope provided or return it to Arconic Inc., c/o Corporate Election Services, P.O. Box 3230,Pittsburgh, PA 15230-9404.Vote by Internet. Have your proxy card available when you access the website www.cesvote.comand follow the simple directions presented to record your vote.Vote by Telephone. Have your proxy card available when you call toll-free 1-888-693-8683 using atouch-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 by6:00 a.m. Eastern Time on May 14, 2019, to be counted. If ~~no choice is specified, this~~you vote by Internet or by telephone,please do not mail your proxy ~~will~~card.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting ofShareholders to be ~~voted FOR Items 1, 2 and 3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3. A proposal to approve~~ held on May 14, 2019—the ~~merger (the “Reincorporation Merger”)~~Notice of ~~Arconic with a newly formed direct wholly owned subsidiary~~2019 Annual Meeting of Arconic incorporated in Delaware (“Arconic Delaware”) in order to effect the change of Arconic’s jurisdiction of incorporation from Pennsylvania to Delaware. ☐ FOR ☐ AGAINST ☐ ABSTAIN 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 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 SignatureShareholdersand Proxy Statement are available at www.ViewMaterial.com/ARNC.Signature Signature (if held jointly) ~~Date THIS~~DateTHIS PROXY CARD IS VALID ONLY WHEN 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~~signfull corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.(continued from the other side)PROXYPlease mark your choices clearly in the appropriate boxes. If no choice is specified, this proxy will be voted FOR Items 1, 2, 3 and 4 and AGAINST Item 5.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.1. Election of Directors – Nominees to serve for a one-year term:1. James F. Albaugh FOR AGAINST ABSTAIN 6. Sean O. Mahoney FOR AGAINST ABSTAIN2. Amy E. Alving FOR AGAINST ABSTAIN 7. David J. Miller FOR AGAINST ABSTAIN3. Christopher L. Ayers FOR AGAINST ABSTAIN 8. E. Stanley O’Neal FOR AGAINST ABSTAIN4. Elmer L. Doty FOR AGAINST ABSTAIN 9. John C. Plant FOR AGAINST ABSTAIN5. Rajiv L. Gupta FOR AGAINST ABSTAIN 10. Ulrich R. Schmidt FOR AGAINST ABSTAIN2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independentregistered public accounting firm for 2019 FOR AGAINST ABSTAIN3. Approve, on an advisory basis, executive compensation FOR AGAINST ABSTAIN4. Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated FOR AGAINST ABSTAINTHE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 5.5. Shareholder proposal regarding shareholding threshold to call special shareowner meeting FOR AGAINST ABSTAINIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

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Signature Signature (if held jointly) DateTHIS PROXY CARD IS VALID ONLY WHEN 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 signfull corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.(continued from the other side)PROXYPlease mark your choices clearly in the appropriate boxes. If no choice is specified, this proxy will be voted FOR Items 1, 2, 3 and 4 and AGAINST Item 5.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.1. Election of Directors – Nominees to serve for a one-year term:1. James F. Albaugh FOR AGAINST ABSTAIN 6. Sean O. Mahoney FOR AGAINST ABSTAIN2. Amy E. Alving FOR AGAINST ABSTAIN 7. David J. Miller FOR AGAINST ABSTAIN3. Christopher L. Ayers FOR AGAINST ABSTAIN 8. E. Stanley O’Neal FOR AGAINST ABSTAIN4. Elmer L. Doty FOR AGAINST ABSTAIN 9. John C. Plant FOR AGAINST ABSTAIN5. Rajiv L. Gupta FOR AGAINST ABSTAIN 10. Ulrich R. Schmidt FOR AGAINST ABSTAIN2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independentregistered public accounting firm for 2019 FOR AGAINST ABSTAIN3. Approve, on an advisory basis, executive compensation FOR AGAINST ABSTAIN4. Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated FOR AGAINST ABSTAINTHE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 5.5. Shareholder proposal regarding shareholding threshold to call special shareowner meeting FOR AGAINST ABSTAINIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

~~ABOUT THIS PROXY STATEMENT~~Item 1. Election of 10 Director Nominees to Serve for a One-Year Term Expiring in 2020		1
~~Purpose~~✓ FOR Each Nominee		1
~~Recommendation of the Board of Directors~~		1
~~Questions and Answers About the Special Meeting and Voting~~		2
~~PROPOSALS~~		6
~~The Proposals~~Item 2. Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2019	✓ FOR		636
~~Certain Risks Associated with the Reincorporation~~Item 3. Advisory Vote to Approve Executive Compensation	✓ FOR		739
~~General Information~~Item 4. Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated	✓ FOR		764
~~Reasons for the Reincorporation~~Item 5. Shareholder Proposal	✗ AGAINST		76

Attachments		83
Attachment A –	Pre-Approval Policies and Procedures for Audit and Non-Audit Services	83
Attachment B –	Arconic Inc. Peer Group Companies for Market Information for 2018 Executive Compensation Decisions (non-CEO positions)	85
Attachment C –	Calculation of Financial Measures	86
Attachment D –	2013 Arconic Stock Incentive Plan, as Amended and Restated	92

Name of Beneficial Owner	Shares of Common Stock(1)		Deferred Share Units(2)		Deferred Restricted Share Units(3)		Total
Directors
James F. Albaugh		—		—		4,409		4,409
Christopher L. Ayers		7,425		—		4,409		11,834
Arthur D. Collins, Jr.		16,666		66,679		10,373		93,718
Elmer L. Doty		—		—		4,409		4,409
Rajiv L. Gupta		—		—		7,521		7,521
Sean O. Mahoney		—		7,250		7,521		14,771
Patrice E. Merrin		10,000		—		4,409		14,409
E. Stanley O’Neal		—		45,866		10,190		56,056
John C. Plant		10,000(4)		3,565		7,521		21,086
Julie G. Richardson		—		—		7,521		7,521
Patricia F. Russo		3,333(5)		31,938		7,928		43,199
Ulrich R. Schmidt		3,333		3,384		7,521		14,238
Named Executive Officers
David P. Hess*		10,481(6)		—		711		11,192
Kenneth J. Giacobbe		18,639		—		—		18,639
Christoph Kollatz		—		—		—		—
Klaus Kleinfeld		2,295,627		11,576		—		2,307,203
William F. Oplinger		—		—		—		—
Kay H. Meggers		282,872		284		—		283,156
Karl Tragl		—		—		—		—
Olivier Jarrault		141,997		—		—		141,997
Audrey Strauss		237,217		—		—		237,217
All Directors and Executive Officers as a Group (21 individuals)		265,552		176,983		84,443		526,978

Shareholder Feedback and Best Practices

Our Responses/Changes

Emphasize long-term performance-based equity awards

We maintained our industry leading practice of granting 80% of long-term incentive (LTI) awards for NEOs in the form of performance shares, which is the highest proportion within our CEO peer group, among which the median mix was 50% performance-based LTI and 50% time-vested (see page 46). Our 2018 LTI performance RSUs are subject to a three-year performance period (2018-2020).

Focus on performance metrics that drive operational performance and shareholder value

Our 2018 annual incentive compensation (IC) design incorporates two equally weighted metrics, controllable free cash flow and adjusted operating income. We believe that these metrics, as well as our LTI compensation metrics of revenue, EBITDA margin, return on net assets and relative TSR, incentivize management actions to maximize operational performance and shareholder value.

Focus on operational improvements and profitability in our business groups

To emphasize operational results and hold managers accountable for factors they directly control, 2018 annual IC for those who work in our business groups was weighted 60% based on the performance of the applicable business group and 40% based on corporate (total company) performance. In prior years, the weighting had been equal at 50% each.