Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At a meeting held on May 17, 2022, the Compensation and Benefits Committee of the Board of Directors (the “Committee”) of Arconic Corporation (the “Company”) amended several of the Company’s compensation plans (collectively, the “Plans”), primarily to refine the definition of “Cause” used in such Plans in order to clarify the conduct that will constitute termination for “Cause” under the Plans, streamline the process around a Cause determination and harmonize the Cause provision and similar provisions across the Plans. The Plans include the Arconic Corporation Executive Severance Plan (“Executive Severance Plan”), the Arconic Corporation Change in Control Severance Plan (“Change in Control Severance Plan”), the Amended and Restated Arconic Corporation 2020 Annual Cash Incentive Plan, and the Arconic Corporation Amended and Restated 2020 Stock Incentive Plan (“Stock Incentive Plan”) including the forms of award agreement thereunder. Under the Plans, a participant may be eligible for, respectively, severance benefits, an annual cash incentive, or equity award vesting acceleration upon a qualifying termination of employment, provided that such termination is not for Cause.
In addition, the Committee adopted certain other amendments to the Executive Severance Plan and the Change in Control Severance Plan to clarify that an executive receiving severance (including a target annual cash incentive) will not also be eligible for an annual cash incentive on an involuntary termination, as well as that severance payable to an executive may be reduced by debts owed by the executive to the Company and, in the case of the Executive Severance Plan, to provide that severance may be subject to compliance with post-termination restrictive covenants. Further, the Change in Control Severance Plan was amended to eliminate mandatory retirement age provisions that are not applicable.
The amendments to the Plans include other clarifying, conforming and administrative changes. The foregoing description of the principal amendments to the Plans is qualified in its entirety by reference to the full text of the Plans, which are filed herewith as Exhibits 10.1 through 10.4 and are incorporated herein by reference. The updated forms of award agreements to be used for restricted stock units (both time-based and performance-based) and special retention awards to employees and officers under the Stock Incentive Plan are also filed herewith as Exhibit 10.5 and Exhibit 10.6 and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2022, the Company held its annual meeting of shareholders (the “Annual Meeting”), at which the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2022 and distributed to the Company’s shareholders commencing on or about April 6, 2022 (the “Proxy Statement”) were presented to the shareholders. The Proxy Statement included a shareholder proposal requesting amendment of the Company’s governing documents to lower the stock ownership threshold and eliminate the holding period to call a special meeting of shareholders, which was presented for consideration at the Annual Meeting.
At the Annual Meeting, the Company’s shareholders voted a total of 94,648,034 shares, representing more than 89% of the Company’s outstanding voting stock. Set forth below are the final voting results for the matters submitted to a vote of shareholders at the Annual Meeting.
Proposal 1 – Election of Directors
At the Annual Meeting, the Company’s shareholders elected the persons listed below as directors for a one-year term expiring at the 2023 annual meeting or until their respective successors are duly elected and qualified.
