UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2020 (April 10, 2020)
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HOWMET AEROSPACE INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-3610 | 25-0317820 |
(State of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| 201 Isabella Street, Suite 200 | |
| Pittsburgh, Pennsylvania | 15212-5872 |
| (Address of Principal Executive Offices) | (Zip Code) |
Office of Investor Relations (412) 553-1950
Office of the Secretary (412) 553-1940
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | HWM | New York Stock Exchange |
| $3.75 Cumulative Preferred Stock, par value $100 per share | HWM PR | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 10, 2020, Howmet Aerospace Inc. (the “Company”) and Arconic Corporation (“Arconic Corporation”) entered into the first amendment to the Employee Matters Agreement between the Company and Arconic Corporation, dated March 31, 2020 (the “Employee Matters Agreement”), which amendment modified the equity compensation adjustment provisions that are applicable to the Arconic Inc. restricted stock unit awards and performance-based restricted stock unit awards in connection with the separation of the Company and Arconic Corporation into two independent, publicly-traded companies (the “Separation”) under the terms of the Employee Matters Agreement. Such modification provides that the post-Separation stock price used in the applicable adjustment ratio for restricted stock unit awards and performance-based restricted stock unit awards for each of Company common stock and Arconic Corporation common stock shall be the greater of (i) the closing price on the date of the Separation and (ii) the simple average of the volume-weighted average trading price on each of the five consecutive trading days commencing on the date of the Separation.
The description set forth above is qualified in its entirety by the full text of the first amendment to the Employee Matters Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | HOWMET AEROSPACE INC. |
| | | | |
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| | By | /s/ Katherine H. Ramundo |
| | | Name: | Katherine H. Ramundo |
| | | Title: | Executive Vice President, Chief Legal Officer and Secretary |
Date: April 13, 2020
